Common use of Redemption Upon a Tax Event Clause in Contracts

Redemption Upon a Tax Event. If (a) a Payor becomes or will become obligated to pay Additional Amounts with respect to the Securities (as set forth in Clause G above) as result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Securities then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) an Opinion of Counsel to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result of 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 written request by any Holder of the Securities.

Redemption Upon a Tax Event. If (a) a Payor the Company becomes or will become obligated to pay Additional Amounts with respect to the Securities (as set forth in Clause G above) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdictionthe United States (or any political subdivision or taxing authority thereof or therein), or any change in in, or amendment to, any official position regarding the official application or interpretation of the laws such laws, regulations or regulations of a Relevant Jurisdictionrulings, which change or amendment is announced or becomes effective on or after April 9July 26, 20152012, and or (b) a taxing authority of the United States takes an action on or after July 26, 2012, whether or not with respect to the Company or any of its affiliates, that results in a substantial probability that the Company will or may be required to pay such obligation may not be avoided by Additional Amounts, in either case, with respect to this series of Notes for reasons outside the Company’s control and after taking reasonable measures available to the CompanyCompany to avoid such obligation, then the Company may, at its option, redeem, as a whole, but not in part, the Company may Notes at the Company’s option, having given any time prior to maturity on not less than 30 days nor more than 60 calendar days’ prior notice to the Holders Holders, at a redemption price equal to 100% of the Securities (which notice shall be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount amount, together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior thereon to the earliest date on which the Company would be obliged to pay fixed for such Additional Amounts were a payment in respect of the Securities then dueredemption. Prior to the publication of any notice of No redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) may be made unless the Company shall have received an Opinion opinion of Counsel independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company has will or shall become obliged may be required to pay such the Additional Amounts as and the Company shall have delivered to the Trustee a result certificate, signed by an officer of the change Company duly authorized in or amendmentpursuant to a Board Resolution stating, in each case that based on such opinion, the Company is entitled to be held by redeem the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the SecuritiesNotes pursuant to their terms.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the “Tax Redemption Date”) to be fixed by the Company on not more than 60 days’ and not less than 30 days’ notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the “Redemption Price”) plus accrued but unpaid interest, if any, and any Additional Amounts thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before April 8, 2008 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the Holders pursuant to Section 15 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable and that interest thereon shall cease to accrue on and after such Tax Redemption Date; (iv) the amount of the Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendment, in each case places where the Notes are to be held surrendered for payment of the Redemption Price and other amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) the CUSIP, ISIN and Common Code numbers of the Notes. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the SecuritiesIndenture, an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the “Tax Redemption Date”) to be fixed by the Company on not more than 60 days’ and not less than 30 days’ notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the “Redemption Price”) plus accrued but unpaid interest, if any, and any Additional Amounts thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before August 17, 2007 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the Holders pursuant to Section 15 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable and that interest thereon shall cease to accrue on and after such Tax Redemption Date; (iv) the amount of the Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendment, in each case places where the Notes are to be held surrendered for payment of the Redemption Price and other amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) the CUSIP, ISIN and Common Code numbers of the Notes. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the SecuritiesIndenture, an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the "Tax Redemption Date") to be fixed by the Company on not more than 60 days' and not less than 30 days' notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the "Redemption Price") plus accrued but unpaid interest, if any, thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before July 26, 2001 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers' Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the holders pursuant to Section 15 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable; (iv) the amount of the Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendmentplaces of payment of the amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) that, in each case following the redemption of the Notes pursuant to be held this Section 4(b), interest shall cease to accrue thereon. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company's request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the SecuritiesIndenture, an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If (a) a Payor the Company becomes or will become obligated to pay Additional Amounts with respect to the Securities (as set forth in Clause G above) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdictionthe United States (or any political subdivision or taxing authority thereof or therein), or any change in in, or amendment to, any official position regarding the official application or interpretation of the laws such laws, regulations or regulations of a Relevant Jurisdictionrulings, which change or amendment is announced or becomes effective on or after April 9May 1, 20152008, and or (b) a taxing authority of the United States takes an action on or after May 1, 2008, whether or not with respect to the Company or any of its affiliates, that results in a substantial probability that the Company will or may be required to pay such obligation may not be avoided by Additional Amounts, in either case, with respect to this series of Notes for reasons outside the Company’s control and after taking reasonable measures available to the CompanyCompany to avoid such obligation, then the Company may, at its option, redeem, as a whole, but not in part, the Company may Notes at the Company’s option, having given any time prior to maturity on not less than 30 days nor more than 60 calendar days’ prior notice to the Holders, at a redemption price equal to 100% of their principal amount, together with interest accrued thereon to the Redemption Date. No redemption pursuant to (b) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company will or may be required to pay the Additional Amounts and the Company shall have delivered to the Trustee a certificate, signed by an officer of the Company duly authorized in or pursuant to a Board Resolution stating, that based on such opinion, the Company is entitled to redeem the Notes pursuant to their terms. The Company may from time to time, without notice to or the consent of the Holders of the Securities (which notice shall be irrevocable)Notes, redeem allcreate and issue further Notes ranking equally and ratably with the Notes in all respects, but not a portion ofor in all respects except for the issue date, the Securities at any time at their principal amount together with payment of interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days accruing prior to the earliest issue date on which or except for the first payment of interest following the issue date of those further Notes. Any further Notes will be consolidated and form a single series with the Notes and will have the same terms as to status, redemption or otherwise as the Notes. Any further Notes may be issued by or pursuant to a resolution of the Board of Directors of the Company would be obliged to pay such Additional Amounts were or a payment in respect of the Securities then due. Prior supplement to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) an Opinion of Counsel to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result of 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 written request by any Holder of the SecuritiesIndenture.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the "Tax Redemption Date") to be fixed by the Company on not more than 60 days' and not less than 30 days' notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the "Redemption Price") plus accrued but unpaid interest, if any, thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before July 9, 2002 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers' Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the holders pursuant to Section 15 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable; (iv) the amount of the Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendmentplaces of payment of the amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) that, in each case following the redemption of the Notes pursuant to be held this Section 4(b), interest shall cease to accrue thereon. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company's request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the SecuritiesIndenture, an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the “Tax Redemption Date”) to be fixed by the Company on not more than 60 days’ and not less than 30 days’ notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the “Tax Redemption Price”), plus accrued but unpaid interest, if any, and any Additional Amounts thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States, or any other action, other than an action predicated on laws generally known on or before April 1, 2014 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States, or the official proposal of any action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication issuance of any notice of redemption pursuant to this paragraphSection 17 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 5(b), then it shall give notice to the Holders pursuant to Section 17 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 5(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Tax Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable; (iv) the amount of the Tax Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendment, in each case places where the Notes are to be held surrendered for payment of the Tax Redemption Price and other amounts due as set forth in clause (iv) above; (vi) that payment of the amounts due as set forth in clause (iv) above will be made upon presentation and surrender of the Notes; (vii) that, following the redemption of any or all of the Notes pursuant to this Section 5(b), interest shall cease to accrue on such redeemed Notes; and (viii) the CUSIP, ISIN and Common Code numbers of the Notes. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and made available for viewing at the offices expense of the Trustee Company. On or before the opening of business on written request by any Holder Tax Redemption Date, the Company shall deposit with the Trustee, the U.S. Paying Agent or the London Paying Agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the SecuritiesIndenture) an amount of money sufficient to pay the Tax Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Tax Redemption Price, and from and after such date, unless the Company shall default in the payment of the Tax Redemption Price and accrued but unpaid interest, if any, upon the surrender for redemption of the Notes, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Tax Redemption Price, together with accrued but unpaid interest, if any, to, but excluding, the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Tax Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If (a) a Payor becomes The Subordinated Notes may be redeemed at the option of the Company in whole, but not in part, on not more than 60 days’ and not less than 30 days’ notice, on any date on or will become obligated to pay Additional Amounts with respect to after the Securities Tax Redemption Date (as set forth in Clause G abovedefined below) at a redemption price equal to 100% of the principal amount of the Subordinated Notes and accrued interest, if any, if the Company determines that as a result of any change in, in or amendment to, to the laws or treaties, or any regulations or rulings promulgated thereunder, of a Relevant Jurisdictionthe United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any proposed change in such laws, treaties or regulations or rulings, or any change in the official application, enforcement or interpretation of the laws such laws, treaties or regulations or filings (including a holding by a court of competent jurisdiction in the United States) or any other action (other than an action predicated on law generally known on or before the date specified in such Subordinated Note except for proposals before the Congress before such date) taken by any taxing authority or a Relevant Jurisdictioncourt of competent jurisdiction in the United States, which change or amendment becomes effective after April 9the official proposal of any such action, 2015, and (b) whether or not such obligation may not be avoided by the Company’s taking reasonable measures available action or proposal was taken or made with respect to the Company, (A) the Company may at has or shall become obligated to pay any Additional Amounts pursuant to Section 1.3 on the Company’s option, having given not less than 30 days notice to Subordinated Notes or (B) there is a substantial possibility that the Holders of the Securities (which notice Company shall be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphprovision, the Company shall deliver to the Trustee (i) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and (b) above are satisfiedsetting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred, and (ii) an Opinion of Counsel to such effect based on such statement of facts. The “Tax Redemption Date” is the effect date on which the Company shall or, if applicable, there is a substantial possibility that the Company has or shall shall, become obliged obligated to pay such Additional Amounts as if a result payment of the change or amendment, in each case interest were to be held by the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the Securitiessuch date.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the “Tax Redemption Date”) to be fixed by the Company on not more than 60 days’ and not less than 30 days’ notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the “Redemption Price”) plus accrued but unpaid interest, if any, and any Additional Amounts thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before January 15, 2009 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the Holders pursuant to Section 15 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable and that interest thereon shall cease to accrue on and after such Tax Redemption Date; (iv) the amount of the Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendment, in each case places where the Notes are to be held surrendered for payment of the Redemption Price and other amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) the CUSIP, ISIN and Common Code numbers of the Notes. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the SecuritiesIndenture, an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the “Tax Redemption Date”) to be fixed by the Company on not more than 60 days’ and not less than 30 days’ notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the “Tax Redemption Price”) plus accrued but unpaid interest, if any, thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before September 22, 2004 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 17 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to the such effect that based on such statement of facts. If the Company has or elects to redeem the Notes pursuant to this Section 5(b), then it shall become obliged give notice to pay such Additional Amounts as a result the holders pursuant to Section 17 hereof. The notice of redemption, shall specify 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 written request by any Holder of the Securities.following:

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the "Tax Redemption Date") to be fixed by the Company on not more than 60 days' and not less than 30 days' notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the "Redemption Price") plus accrued but unpaid interest, if any, thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before April 6, 2001 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers' Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company so to redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the holders pursuant to Section 15 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable; (iv) the amount of the Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendmentplaces of payment of the amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) that, in each case following the redemption of the Notes pursuant to be held this Section 4(b), interest shall cease to accrue thereon. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company's request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 3.06(c) of the SecuritiesIndenture, an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If (a) a Payor the Company becomes or will become obligated to pay Additional Amounts with respect to any Notes pursuant to the Securities (as section “Additional Amounts” set forth in Clause G above) above as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdictionthe United States (or any political subdivision or taxing authority thereof or therein), or any change in in, or amendment to, any official position regarding the official application or interpretation of the laws such laws, regulations or regulations of a Relevant Jurisdictionrulings, which change or amendment is announced or becomes effective effective, on or after April 9March 4, 2015 or (b) a taxing authority of the United States takes any action on or after March 4, 2015, and (b) such obligation may whether or not be avoided by the Company’s taking reasonable measures available with respect to the CompanyCompany or any of its affiliates, that results in a substantial probability that the Company will or may be required to pay such Additional Amounts, then the Company will have the right to redeem, in whole and not in part, the Company may Notes of this series at the Company’s option, having given any time on not less than 30 days notice nor more than 90 days’ notice, at a Redemption Price equal to the Holders 100% of the Securities (which notice shall be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with of the Notes being redeemed plus accrued and unpaid interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Securities then dueDate. Prior to the publication of any notice of No redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) may be made unless the Company shall have received an Opinion opinion of Counsel independent counsel of recognized standing to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company has or shall become obliged may be required to pay such the Additional Amounts as pursuant to the section “Additional Amounts” set forth above and the Company shall have delivered to the Trustee a result copy of such opinion and a certificate, signed by two of officers of the change or amendmentCompany, in each case stating that based on such opinion the Company is entitled to be held by redeem the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the SecuritiesNotes pursuant to their terms.

Redemption Upon a Tax Event. If The Company may redeem the Notes in whole, but not in part, upon not less than thirty (30) days nor more than sixty (60) days written notice by mail at a redemption price equal to the principal amount thereof together with accrued interest, if any, to the date fixed for redemption if the Company determines that: (a) as a Payor result of a change in or amendment to the tax laws of the United States or any political subdivision of the United States, or any change in official position regarding application or interpretation of such laws (including a holding by a court of competent jurisdiction in the United States), that is announced or becomes effective on or after March 23, 2007, the Company has or will become obligated to pay Additional Amounts additional amounts with respect any Note as described in Section 1.01(e) above, or (b) on or after March 23, 2007 any action has been taken by a taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, the United States or any political subdivision of the United States, including any of those actions specified above, whether or not such action was taken or decision was rendered with respect to the Securities (as set forth in Clause G above) as result of any change in, or amendment to, the laws or regulations of a Relevant JurisdictionCompany, or any change change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the official interpretation written opinion of independent legal counsel of recognized standing, will result in a substantial probability that the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015Company will become obligated to pay additional amounts with respect to any Note, and (b) in either such obligation may case the Company, in the its business judgment, determines that such obligations cannot be avoided by the Company’s taking use of reasonable measures available to it. If the CompanyCompany exercises its option to redeem the Notes, the Company may at will deliver to the trustee a certificate signed by an authorized officer stating that the Company is entitled to redeem the Notes and, in the case of (b) above, the required written opinion of independent legal counsel. Any exercise of the Company’s optionoption to redeem the Notes will be done in compliance with the Investment Company Act, having given not less than 30 days notice and the rules and regulations promulgated thereunder, to the Holders of the Securities (which notice shall be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Securities then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) an Opinion of Counsel to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result of 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 written request by any Holder of the Securitiesextent applicable.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the "Tax Redemption Date") to be fixed by the Company on not more than 60 days' and not less than 30 days' notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the "Redemption Price") plus accrued but unpaid interest, if any, thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before October 11, 2001 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers' Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the holders pursuant to Section 15 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable; (iv) the amount of the Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendmentplaces of payment of the amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) that, in each case following the redemption of the Notes pursuant to be held this Section 4(b), interest shall cease to accrue thereon. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company's request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the SecuritiesIndenture, an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the "Tax Redemption Date") to be fixed by the Company on not more than 60 days' and not less than 30 days' notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the "Tax Redemption Price") plus accrued but unpaid interest, if any, thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before [______ __, 20__] [insert Settlement Date] except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 17 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers' Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to the such effect that based on such statement of facts. If the Company has elects to redeem the Notes pursuant to this Section 5(b), then it shall give notice to the Holders pursuant to Section 17 hereof. The notice of redemption shall specify: (i) the Tax Redemption Date; (ii) the Tax Redemption Price; (iii) that on the Tax Redemption Date, the Tax Redemption Price will become due and payable upon the Notes, and that interest, if any, thereon shall cease to accrue on and after said date; (iv) the place or shall become obliged places where the Notes, maturing after the Tax Redemption Date, are to pay such Additional Amounts as a result be surrendered for payment of 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 written request by any Holder of the Securities.Tax Redemption Price;

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the “Tax Redemption Date”) to be fixed by the Company on not more than 60 days’ and not less than 30 days’ notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the “Redemption Price”) plus accrued but unpaid interest, if any, and any Additional Amounts thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before May 14, 2009 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the Holders pursuant to Section 15 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable and that interest thereon shall cease to accrue on and after such Tax Redemption Date; (iv) the amount of the Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendment, in each case places where the Notes are to be held surrendered for payment of the Redemption Price and other amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) the CUSIP, ISIN and Common Code numbers of the Notes. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the SecuritiesIndenture, an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If (a) The Company may redeem the Notes, in whole but not in part, at its option, at any time upon giving not less than 15 nor more than 60 days’ prior notice to the Holders of the Notes (which notice will be irrevocable) at a Payor becomes or redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption (the “Tax Event Redemption Date”) and all Additional Amounts (if any) then due and which will become obligated due on the Tax Event Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date and Additional Amounts (if any) in respect thereof), if, on the next date on which any amount would be payable in respect of the Notes, the Company is or would be required to pay Additional Amounts with in respect to the Securities (as set forth in Clause G above) as result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, Notes and (b) cannot avoid such payment obligation may not be avoided by the Company’s taking reasonable measures available to the Company, and such requirement arises as a result of: (1) any amendment to, or change in, the Company may at laws (or any regulations or rulings promulgated thereunder) of a relevant Tax Jurisdiction, which change or amendment is announced and becomes effective after the Company’s optionIssue Date (or, having given not less than 30 days notice to if the Holders applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, after such later date); or (2) any amendment to, or change in, an official written interpretation or application of the Securities such laws, regulations or rulings (which notice shall be irrevocableincluding by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), redeem allwhich amendment or change is announced and becomes effective after the Issue Date (or, but if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, after such later date). The Company will not a portion of, the Securities at give any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 60 days prior to the earliest date on which the Company would be obliged obligated to pay such Additional Amounts were if a payment in respect of the Securities Notes was then due, and the obligation to pay Additional Amounts must be in effect at the time such notice is given. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to this paragraphthe foregoing, the Company shall will deliver to the Trustee an opinion of independent tax counsel of recognized standing in the relevant Tax Jurisdiction to the effect that there has been an amendment or change described in clause (i1) a certificate stating that or (2) of Section 5.9(a). In addition, before the requirements referred Company publishes or mails notice of redemption of the Notes as described above, the Company will deliver to in (a) and (b) above are satisfied, and (ii) the Trustee an Opinion of Counsel Officer’s Certificate to the effect that the Company has or shall become obliged cannot avoid the obligation to pay such Additional Amounts by taking reasonable measures available to it. The Trustee shall accept, and will be entitled to conclusively rely on, such an Opinion of Counsel and such Officer’s Certificate as a result sufficient evidence of the change existence and satisfaction of the conditions precedent described in clause (1) or amendment(2) of Section 5.9(a), in each case as applicable, and upon delivery of such Opinion of Counsel and Officer’s Certificate to be held by the Trustee the Company will be entitled to give notice of redemption hereunder and made available for viewing at such notice of redemption will be conclusive and binding on the offices Holders of the Trustee on written request by any Holder of the SecuritiesNotes.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the “Tax Redemption Date”) to be fixed by the Company on not more than 60 days’ and not less than 30 days’ notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the “Redemption Price”) plus accrued but unpaid interest, if any, thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before February 18, 2003 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 16 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 5(b), then it shall give notice to the holders pursuant to Section 16 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 5(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable; (iv) the amount of the Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendmentplaces of payment of the amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) that, in each case following the redemption of the Notes pursuant to be held this Section 5(b), interest shall cease to accrue thereon. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the SecuritiesIndenture, an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the "Tax Redemption Date") to be fixed by the Company on not more than 60 days' and not less than 30 days' notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the "Tax Redemption Price") plus accrued but unpaid interest, if any, thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before December 5, 2000 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 17 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers' Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company so to redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 5(b), then it shall give notice to the holders pursuant to Section 17 hereof. The notice of redemption shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 5(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Tax Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable; (iv) the amount of the Tax Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendmentplaces of payment of the amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) that, in each case following the redemption of the Notes pursuant to be held this Section 5(b), interest shall cease to accrue thereon. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company's request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the U.S. Paying Agent, London Paying Agent or the Luxembourg Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 3.06(c) of the SecuritiesIndenture, an amount of money sufficient to pay the Tax Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Tax Redemption Price, and from and after such date, unless the Company shall default in the payment of the Tax Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Tax Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Tax Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the "Tax Redemption Date") to be fixed by the Company on not more than 60 days' and not less than 30 days' notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the "Redemption Price") plus accrued but unpaid interest, if any, thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before October 31, 2000 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 16 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers' Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company so to redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 5(b), then it shall give notice to the holders pursuant to Section 16 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 5(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable; (iv) the amount of the Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendmentplaces of payment of the amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) that, in each case following the redemption of the Notes pursuant to be held this Section 5(b), interest shall cease to accrue thereon. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company's request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 3.06(c) of the SecuritiesIndenture, an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note at such Tax Redemption Date.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the "Tax Redemption Date") to be fixed by the Company on not more than 60 days' and not less than 30 days' notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the "Redemption Price") plus accrued but unpaid interest, if any, thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before March 4, 2002 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers' Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the holders pursuant to Section 15 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable; (iv) the amount of the Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendmentplaces of payment of the amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) that, in each case following the redemption of the Notes pursuant to be held this Section 4(b), interest shall cease to accrue thereon. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company's request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the SecuritiesIndenture, an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the “Tax Redemption Date”) to be fixed by the Company on not more than 60 days’ and not less than 30 days’ notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the “Tax Redemption Price”) plus accrued but unpaid interest, if any, and any Additional Amounts thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before March 20, 2009 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 16 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the Holders pursuant to Section 16 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Tax Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable and that interest thereon shall cease to accrue on and after such Tax Redemption Date; (iv) the amount of the Tax Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendment, in each case places where the Notes are to be held surrendered for payment of the Tax Redemption Price and other amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) the ISIN and Common Code numbers of the Notes. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the U.S. Paying Agent or London Paying Agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the SecuritiesIndenture) an amount of money sufficient to pay the Tax Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Tax Redemption Price, and from and after such date, unless the Company shall default in the payment of the Tax Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Tax Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Tax Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the “Tax Redemption Date”) to be fixed by the Company on not more than 60 days’ and not less than 30 days’ notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the “Tax Redemption Price”) plus accrued but unpaid interest, if any, and any Additional Amounts thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before September 14, 2009 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 16 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the Holders pursuant to Section 16 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Tax Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable and that interest thereon shall cease to accrue on and after such Tax Redemption Date; (iv) the amount of the Tax Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendment, in each case places where the Notes are to be held surrendered for payment of the Tax Redemption Price and other amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) the ISIN and Common Code numbers of the Notes. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the U.S. Paying Agent or London Paying Agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the SecuritiesIndenture) an amount of money sufficient to pay the Tax Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Tax Redemption Price, and from and after such date, unless the Company shall default in the payment of the Tax Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Tax Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Tax Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If (a) a Payor the Company becomes or will become obligated to pay Additional Amounts with respect to any Notes pursuant to the Securities (as section “Additional Amounts” set forth in Clause G above) above as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdictionthe United States (or any political subdivision or taxing authority thereof or therein), or any change in in, or amendment to, any official position regarding the official application or interpretation of the laws such laws, regulations or regulations of a Relevant Jurisdictionrulings, which change or amendment is announced or becomes effective effective, on or after April 9September 14, 2015 or (b) a taxing authority of the United States takes any action on or after September 14, 2015, and (b) such obligation may whether or not be avoided by the Company’s taking reasonable measures available with respect to the CompanyCompany or any of its affiliates, that results in a substantial probability that the Company will or may be required to pay such Additional Amounts, then the Company will have the right to redeem, in whole and not in part, the Company may Notes of this series at the Company’s option, having given any time on not less than 30 days notice nor more than 90 days’ notice, at a Redemption Price equal to the Holders 100% of the Securities (which notice shall be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with of the Notes being redeemed plus accrued and unpaid interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Securities then dueDate. Prior to the publication of any notice of No redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) may be made unless the Company shall have received an Opinion opinion of Counsel independent counsel of recognized standing to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company has or shall become obliged may be required to pay such the Additional Amounts as pursuant to the section “Additional Amounts” set forth above and the Company shall have delivered to the Trustee a result copy of such opinion and a certificate, signed by two of officers of the change or amendmentCompany, in each case stating that based on such opinion the Company is entitled to be held by redeem the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the SecuritiesNotes pursuant to their terms.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the “Tax Redemption Date”) to be fixed by the Company on not more than 60 days’ and not less than 30 days’ notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the “Redemption Price”) plus accrued but unpaid interest, if any, thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before April 22, 2003 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the holders pursuant to Section 15 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable; (iv) the amount of the Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendmentplaces of payment of the amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) that, in each case following the redemption of the Notes pursuant to be held this Section 4(b), interest shall cease to accrue thereon. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the SecuritiesIndenture, an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the "Tax Redemption Date") to be fixed by the Company on not more than 60 days' and not less than 30 days' notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the "Redemption Price") plus accrued but unpaid interest, if any, thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before July 27, 2000 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers' Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company so to redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the holders pursuant to Section 15 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable; (iv) the amount of the Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendmentplaces of payment of the amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) that, in each case following the redemption of the Notes pursuant to be held this Section 4(b), interest shall cease to accrue thereon. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company's request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the Paying Agent or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 3.06(c) of the SecuritiesIndenture, an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the “Tax Redemption Date”) to be fixed by the Company on not more than 60 days’ and not less than 30 days’ notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the “Redemption Price”) plus accrued but unpaid interest, if any, and any Additional Amounts thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States, or any other action, other than an action predicated on laws generally known on or before May 19, 2006 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States, or the official proposal of any action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to such effect based on such statement of facts. If the Company elects to redeem the Notes pursuant to this Section 4(b), then it shall give notice to the holders pursuant to Section 15 hereof. The notice of redemption, shall specify the following: (i) the Tax Redemption Date; (ii) a brief statement to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result Notes are being redeemed at the option of the change Company pursuant to this Section 4(b) and a brief statement of the facts permitting such redemption; (iii) that on the Tax Redemption Date, the Redemption Price, plus accrued but unpaid interest on the Notes, if any, will become due and payable and that interest thereon shall cease to accrue on and after such Tax Redemption Date; (iv) the amount of the Redemption Price and accrued but unpaid interest, if any, that will be due and payable on the Notes on the Tax Redemption Date; (v) the place or amendment, in each case places where the Notes are to be held surrendered for payment of the Redemption Price and other amounts due under clause (iv) above; (vi) that payment of the amounts due under clause (iv) above will be made upon presentation and surrender of the Notes; and (vii) the ISIN and Common Code numbers of the Notes. The notice of redemption regarding the Notes shall be, at the election of the Company, given by the Company or, at the Company’s request, by the Trustee in the name and made available for viewing at the offices expense of the Company. On or before the opening of business on any Tax Redemption Date, the Company shall deposit with the Trustee on written request by any Holder or with the Paying Agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.03 of the SecuritiesIndenture) an amount of money sufficient to pay the Redemption Price of, and except if the Tax Redemption Date shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed on the Tax Redemption Date. The notice of redemption having been given as specified above, the Notes shall, on the Tax Redemption Date, become due and payable at the Redemption Price, and from and after such date, unless the Company shall default in the payment of the Redemption Price and accrued but unpaid interest, if any, the Notes shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the Notes shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest, if any, to the Tax Redemption Date. If the Notes, having been called for redemption, shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Tax Redemption Date at the interest rate borne by this Note.

Redemption Upon a Tax Event. If (a) The Issuer may redeem any series of Notes, in whole but not in part, at its option, at any time upon giving not less than 30 nor more than 60 days’ prior notice to the Holders of the Notes (which notice will be irrevo-cable) at a Payor becomes or redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption (the “Tax Event Redemption Date”) and all Additional Amounts (if any) then due and which will become obligated due on the Tax Event Redemption Date as a result of the redemp-tion or otherwise (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date and Additional Amounts (if any) in respect thereof), if, on the next date on which any amount would be payable in respect of the Notes, the Issuer is or would be required to pay Additional Amounts with in respect of the Notes and cannot avoid such payment obligation by taking reasonable measures available to the Securities Issuer, and such requirement arises as a result of: (as set forth in Clause G above1) as result of any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant relevant Tax Jurisdiction, which change or amendment is announced and becomes effective effec-tive after April 9the Issue Date (or, 2015if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, and (b) after such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall be irrevocablelater date), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Securities then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) an Opinion of Counsel to the effect that the Company has ; or shall become obliged to pay such Additional Amounts as a result of 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 written request by any Holder of the Securities.-100-

Redemption Upon a Tax Event. If (ai) a Payor the Company becomes or will become obligated to pay any Additional Amounts with respect pursuant to Section 4.06(a) of the Securities Indenture (and as set forth in Clause G referred to above) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdictionthe United States (or any political subdivision or taxing authority thereof or therein), or any change in in, or amendments to, any official position regarding the official application or interpretation of the laws such laws, regulations or regulations of a Relevant Jurisdictionrulings, which change or amendment is announced or becomes effective on or after April 9the date hereof, 2015or (ii) a taxing authority of the United States takes an action on or after the date hereof, and (b) whether or not with respect to the Company or any Affiliate, that results in a substantial probability that the Company will or may be required to pay any such Additional Amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Notes on any interest payment date at a redemption price equal to 100% of their principal amount, together with interest accrued thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation may to pay such additional amounts cannot be avoided by the Company’s taking use of reasonable measures available to the Company, the Company may at the Company’s option, having given not less than 30 days notice to the Holders including substitution of the Securities (which notice shall be irrevocable), redeem all, but not a portion of, obligor under the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Securities then dueNotes. Prior to the publication of any notice of No redemption pursuant to this paragraph, clause (ii) above may be made unless the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) have received an Opinion opinion of Counsel independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company has will or shall become obliged may be required to pay such the Additional Amounts as a result under Section 4.06(a) of the change or amendment, in each case Indenture and the Company shall have delivered to be held by the Trustee and made available for viewing at a certificate, signed by a duly authorized officer stating, that based on such opinion the offices of Company is entitled to redeem the Trustee on written request by any Holder of the SecuritiesNotes pursuant to their terms.

Redemption Upon a Tax Event. If (a) a Payor becomes or will become obligated The Subordinated Notes may be redeemed at the option of the Company in whole, but not in part, on not more than 60 days’ and not less than 30 days’ notice prior to pay Additional Amounts with respect to the Securities any Tax Redemption Date (as set forth in Clause G abovedefined below) at a redemption price equal to 100% of the principal amount of the Subordinated Notes and accrued interest, if any, if the Company determines that as a result of any change in, in or amendment to, to the laws or treaties, or any regulations or rulings promulgated thereunder, of a Relevant Jurisdictionthe United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any proposed change in such laws, treaties or regulations or rulings, or any change in the official application, enforcement or interpretation of the laws such laws, treaties or regulations or filings (including a holding by a court of competent jurisdiction in the United States) or any other action (other than an action predicated on law generally known on or before the date specified in such Subordinated Note except for proposals before the Congress before such date) taken by any taxing authority or a Relevant Jurisdictioncourt of competent jurisdiction in the United States, which change or amendment becomes effective after April 9the official proposal of any such action, 2015, and (b) whether or not such obligation may not be avoided by the Company’s taking reasonable measures available action or proposal was taken or made with respect to the Company, (A) the Company may at has or shall become obligated to pay any Additional Amounts pursuant to Section 1.3 on the Company’s option, having given not less than 30 days notice to Subordinated Notes or (B) there is a substantial possibility that the Holders of the Securities (which notice Company shall be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphprovision, the Company shall deliver to the Trustee (i) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and (b) above are satisfiedsetting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred, and (ii) an Opinion of Counsel to such effect based on such statement of facts. Notice may not be given prior to 60 days before the effect date on which the Company shall or, if applicable, there is a substantial possibility that the Company has or shall shall, become obliged obligated to pay such Additional Amounts as if a result payment of the change or amendment, in each case interest were to be held by made on such date (the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the Securities“Tax Redemption Date”).

Redemption Upon a Tax Event. If (a) a Payor the Company becomes or will become obligated to pay Additional Amounts with respect to any Notes pursuant to the Securities (as section “Additional Amounts” set forth in Clause G above) above as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdictionthe United States (or any political subdivision or taxing authority thereof or therein), or any change in in, or amendment to, any official position regarding the official application or interpretation of the laws such laws, regulations or regulations of a Relevant Jurisdictionrulings, ­ which change or amendment is announced or becomes effective effective, on or after April 9July 1, 2015 or (b) a taxing authority of the United States takes any action on or after July 1, 2015, and (b) such obligation may whether or not be avoided by the Company’s taking reasonable measures available with respect to the CompanyCompany or any of its affiliates, that results in a substantial probability that the Company will or may be required to pay such Additional Amounts, then the Company will have the right to redeem, in whole and not in part, the Company may Notes of this series at the Company’s option, having given any time on not less than 30 days notice nor more than 90 days’ notice, at a Redemption Price equal to the Holders 100% of the Securities (which notice shall be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with of the Notes being redeemed plus accrued and unpaid interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Securities then dueDate. Prior to the publication of any notice of No redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) may be made unless the Company shall have received an Opinion opinion of Counsel independent counsel of recognized standing to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company has or shall become obliged may be required to pay such the Additional Amounts as pursuant to the section “Additional Amounts” set forth above and the Company shall have delivered to the Trustee a result copy of such opinion and a certificate, signed by two of officers of the change or amendmentCompany, in each case stating that based on such opinion the Company is entitled to be held by redeem the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the SecuritiesNotes pursuant to their terms.