Common use of Special Tax Redemption Clause in Contracts

Special Tax Redemption. If the Issuer determines that any payment made outside the United States by the Issuer or any of its Paying Agents in respect of any Note (other than in respect of a Registered Note) or Coupon, under any present or future laws or regulations of the United States, would be subject to any certification, documentation, information, or other reporting requirement of any kind the effect of which is the disclosure to the Issuer, any Paying Agent, or any governmental authority of the nationality, residence, or identity of a beneficial owner of such Note or Coupon who is a United States Alien (as defined herein) (other than a requirement (1) that would not be applicable to a payment by the Issuer or any one of the Paying Agents (x) directly to the beneficial owner, or (y) to a custodian, nominee, or other agent of the beneficial owner, (2) that can be satisfied by such custodian, nominee, or other agent certifying to the effect that the beneficial owner is a United States Alien, provided that, in any case referred to in Clauses (1)(y) or (2), payment by the custodian, nominee, or agent to the beneficial owner is not otherwise subject to any such requirement, or (3) that would not be applicable to a payment by at least one Paying Agent of the Issuer), the Issuer shall at its option either: (i) redeem the Notes in whole, but not in part, at any time (in the case of Fixed-Rate Notes) or on any Interest Payment Date (in the case of Notes other than Fixed-Rate Notes), at a price equal to the Early Redemption Amount referred to in Condition 6(f) below, together with, if appropriate, interest accrued to but excluding the date fixed for redemption; or (ii) if the conditions of the second succeeding paragraph are satisfied, pay the Additional Amounts specified in such paragraph. The Issuer shall make its determination as soon as practicable and publish prompt notice thereof (the “Determination Notice”) stating the effective date of its certification, documentation, information, or other reporting requirement, whether the Issuer will redeem the Notes or pay the Additional Amounts specified in the next succeeding paragraph, and (if applicable) the last date by which the redemption of the Notes must take place, as provided in the next succeeding sentence. If the Notes are to be redeemed pursuant to this Condition 6(c), that redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Issuer shall elect by notice to the Principal Agent at least 45 calendar days before the redemption date. Notice of such redemption of the Notes will be given to the Noteholders not more than 60 nor less than 30 calendar days prior to the redemption date by publication in accordance with Condition 14. Notwithstanding the foregoing, the Issuer shall not redeem the Notes if the Issuer shall subsequently determine not less than 30 calendar days prior to the redemption date, that subsequent payments on the Notes and Coupons would not be subject to any such certification, documentation, information, or other reporting requirement, in which case the Issuer shall give prompt notice of its subsequent determination by publication in accordance with Condition 14 and any earlier redemption notice shall be revoked and of no further effect. Notwithstanding the foregoing, if and so long as the certification, documentation, information, or other reporting requirement referred to in the second preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Issuer may elect to pay as additional interest such Additional Amounts as may be necessary so that every net payment made outside the United States following the effective date of that requirement by the Issuer or any of its Paying Agents in respect of any Note or any Coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence, or identity, other than status as a United States Alien, of such beneficial owner be disclosed to the Issuer, any Paying Agent, or any governmental authority), after deduction or withholding for or on account of that backup withholding tax or similar charge (other than a backup withholding tax or similar charge that (1) would not be applicable in the circumstances referred to in the parenthetical clause of the first sentence of the preceding paragraph or (2) is imposed as a result of the presentation of the Note or Coupon for payment more than 15 calendar days after the date on which that payment became due and payable or on which payment thereof was duly provided for, whichever occurred later), will not be less than the amount provided for in the Note or Coupon to be then due and payable. If the Issuer elects to pay Additional Amounts pursuant to this paragraph, the Issuer shall have the right to redeem the Notes in whole, but not in part, at any time (in the case of Notes other than Fixed-Rate Notes) or on any Interest Payment Date (in the case of Notes other than Fixed-Rate Notes), subject to the provisions of the last two sentences of the immediately preceding paragraph. If the Issuer elects to pay Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Issuer shall redeem the Notes pursuant to the provisions of the immediately preceding paragraph.

Special Tax Redemption. If the Issuer determines that any payment made outside the United States by the Issuer or any of its Paying Agents in respect of any Note (other than in respect of a Registered Note) or Coupon, under any present or future laws or regulations of the United States, would be subject to any certification, documentation, information, or other reporting requirement of any kind the effect of which is the disclosure to the Issuer, any Paying Agent, or any governmental authority of the nationality, residence, or identity of a beneficial owner of such Note or Coupon who is a United States Alien (as defined herein) (other than a requirement (1) that would not be applicable to a payment by the Issuer or any one of the Paying Agents (x) directly to the beneficial owner, or (y) to a custodian, nominee, or other agent of the beneficial owner, (2) that can be satisfied by such custodian, nominee, or other agent certifying to the effect that the beneficial owner is a United States Alien, provided that, in any case referred to in Clauses (1)(y) or (2), payment by the custodian, nominee, or agent to the beneficial owner is not otherwise subject to any such requirement, or (3) that would not be applicable to a payment by at least one Paying Agent of the Issuer), the Issuer shall at its option either: (i) redeem the Notes in whole, but not in part, at any time (in the case of Fixed-Rate Notes) or on any Interest Payment Date (in the case of Notes other than Fixed-Rate Notes), at a price equal to the Early Redemption Amount referred to in Condition 6(f) below, together with, if appropriate, interest accrued to but excluding the date fixed for redemption; or (ii) if the conditions of the second succeeding paragraph are satisfied, pay the Additional Amounts specified in such paragraph. The Issuer shall make its determination as soon as practicable and publish prompt notice thereof (the “Determination Notice”) stating the effective date of its certification, documentation, information, or other reporting requirement, whether the Issuer will redeem the Notes or pay the Additional Amounts specified in the next succeeding paragraph, and (if applicable) the last date by which the redemption of the Notes must take place, as provided in the next succeeding sentence. If the Notes are to be redeemed pursuant to this Condition 6(c), that redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Issuer shall elect by notice to the Principal Agent at least 45 calendar days before the redemption date. Notice of such redemption of the Notes will be given to the Noteholders not more than 60 nor less than 30 calendar days prior to the redemption date by publication in accordance with Condition 14. Notwithstanding the foregoing, the Issuer shall not redeem the Notes if the Issuer shall subsequently determine not less than 30 calendar days prior to the redemption date, that subsequent payments on the Notes and Coupons would not be subject to any such certification, documentation, information, or other reporting requirement, in which case the Issuer shall give prompt notice of its subsequent determination by publication in accordance with Condition 14 and any earlier redemption notice shall be revoked and of no further effect. Notwithstanding the foregoing, if and so long as the certification, documentation, information, or other reporting requirement referred to in the second preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Issuer may elect to pay as additional interest such Additional Amounts as may be necessary so that every net payment made outside the United States following the effective date of that requirement by the Issuer or any of its Paying Agents in respect of any Note or any Coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence, or identity, other than status as a United States Alien, of such beneficial owner be disclosed to the Issuer, any Paying Agent, or any governmental authority), after deduction or withholding for or on account of that backup withholding tax or similar charge (other than a backup withholding tax or similar charge that (1) would not be applicable in the circumstances referred to in the parenthetical clause of the first sentence of the second preceding paragraph or (2) is imposed as a result of the presentation of the Note or Coupon for payment more than 15 calendar days after the date on which that payment became due and payable or on which payment thereof was duly provided for, whichever occurred later), will not be less than the amount provided for in the Note or Coupon to be then due and payable. If the Issuer elects to pay Additional Amounts pursuant to this paragraph, the Issuer shall have the right to redeem the Notes in whole, but not in part, at any time (in the case of Notes other than Fixed-Rate Notes) or on any Interest Payment Date (in the case of Notes other than Fixed-Rate Notes), subject to the provisions of the last two sentences of the immediately preceding paragraph. If the Issuer elects to pay Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Issuer shall redeem the Notes pursuant to the provisions of the immediately preceding paragraph.

Special Tax Redemption. If the Issuer determines that any payment made outside the United States by the Issuer or any of its Paying Agents in respect of any Note (other than in respect of a Registered Note) or Coupon, under any present or future laws or regulations of the United States, would be subject to any certification, documentation, information, or other reporting requirement of any kind the effect of which is the disclosure to the Issuer, any Paying Agent, or any governmental authority of the nationality, residence, or identity of a beneficial owner of such Note or Coupon who is a United States Alien (as defined herein) (other than a requirement (1) that would not be applicable to a payment by the Issuer or any one of the its Paying Agents (x) directly to the beneficial owner, or (y) to a custodian, nominee, or other agent of the beneficial owner, (2) that can be satisfied by such custodian, nominee, or other agent certifying to the effect that the beneficial owner is a United States Alien, provided that, in any case referred to in Clauses (1)(yl)(y) or (2), payment by the custodian, nominee, or agent to the beneficial owner is not otherwise subject to any such requirement, or (3) that would not be applicable to a payment by at least one Paying Agent of the Issuer), the Issuer shall at its option either: (i) redeem the Notes in whole, but not in part, at any time (in the case of FixedNotes other than Floating-Rate Notes) or on any Interest Payment Date (in the case of Notes other than FixedFloating-Rate Notes), at a price equal to the Early Redemption Amount referred to in Condition 6(f) belowAmount, together with, if appropriate, interest accrued to but excluding the date fixed for of redemption; or (ii) if the conditions of the second next succeeding paragraph are satisfied, pay the Additional Amounts specified in such paragraph. The Issuer shall make its determination as soon as practicable and publish prompt notice thereof (the “Determination Notice”) stating the effective date of its certification, documentation, information, or other reporting requirement, whether the Issuer will redeem the Notes or pay the Additional Amounts specified in the next succeeding paragraph, and (if applicable) the last date by which the redemption of the Notes must take place, as provided in the next succeeding sentence. If the Notes are to be redeemed pursuant to this Condition 6(cparagraph (c), that redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Issuer shall elect by notice to the Issuing and Principal Paying Agent at least 45 calendar days before the redemption date. Notice of such redemption of the Notes will be given to the Noteholders not more than 60 nor less than 30 calendar days prior to the redemption date by publication in accordance with Condition 1413. Notwithstanding the foregoing, the Issuer shall not redeem the Notes if the Issuer shall subsequently determine not less than 30 calendar days prior to the redemption date, that subsequent payments on the Notes and Coupons would not be subject to any such certification, documentation, information, or other reporting requirement, in which case the Issuer shall give prompt notice of its subsequent determination by publication in accordance with Condition 14 13 and any earlier redemption notice shall be revoked and of no further effect. Notwithstanding the foregoing, if and so long as the certification, documentation, information, or other reporting requirement referred to in the second preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Issuer may elect to pay as additional interest such Additional Amounts as may be necessary so that every net payment made outside the United States following the effective date of that requirement by the Issuer or any of its Paying Agents in respect of any Note or any Coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence, or identity, other than status as a United States Alien, of such beneficial owner be disclosed to the Issuer, any Paying Agent, or any governmental authority), after deduction or withholding for or on account of that backup withholding tax or similar charge (other than a backup withholding tax or similar charge that (1) would not be applicable in the circumstances referred to in the parenthetical clause of the first sentence of the preceding paragraph or (2) is imposed as a result of the presentation of the Note or Coupon for payment more than 15 calendar days after the date on which that payment became due and payable or on which payment thereof was duly provided for, whichever occurred later), will not be less than the amount provided for in the Note or Coupon to be then due and payable. If the Issuer elects to pay Additional Amounts pursuant to this paragraph, the Issuer shall have the right to redeem the Notes in whole, but not in part, at any time (in the case of Notes other than FixedFloating-Rate Notes) or on any Interest Payment Date (in the case of Notes other than FixedFloating-Rate Notes), subject to the provisions of the last two sentences of the immediately preceding paragraph. If the Issuer elects to pay Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Issuer shall redeem the Notes pursuant to the provisions of the immediately preceding paragraph.

Special Tax Redemption. If the Issuer or the Guarantor determines that any payment made outside the United States by the Issuer or any of its Paying Agents in respect of any Note (other than in respect of a Registered Note) by the Issuer in respect of the Notes or Couponany Coupon or by the Guarantor in respect of the relevant Guarantee Agreement, under any present or future laws or regulations of the United States, would be subject to any certification, documentation, information, or other reporting requirement of any kind the effect of which is the disclosure to the IssuerIssuer or the Guarantor, as the case may be, any Paying Agent, or any governmental authority of the nationality, residence, or identity of a beneficial owner of such Note or Coupon who is a United States Alien (as defined herein) (other than a requirement (1) that would not be applicable to a payment by the Issuer or the Guarantor, as the case may be, or any one of the Paying Agents (x) directly to the beneficial owner, or (y) to a custodian, nominee, or other agent of the beneficial owner, (2) that can be satisfied by such custodian, nominee, or other agent certifying to the effect that the beneficial owner is a United States Alien, provided that, in any case referred to in Clauses clauses (1)(y) or (2), payment by the custodian, nominee, or agent to the beneficial owner is not otherwise subject to any such requirement, or (3) that would not be applicable to a payment by at least one Paying Agent of the IssuerIssuer or the Guarantor, as the case may be), the Issuer shall at its option either: (i) redeem the Notes in whole, but not in part, at any time (in the case of Fixed-Fixed Rate Notes) or on any Interest Payment Date (in the case of Notes other than Fixed-Fixed Rate Notes), at a price equal to the Early Redemption Amount referred to in Condition 6(f) belowAmount, together with, if appropriate, interest accrued to to, but excluding excluding, the date fixed for of redemption; or (ii) if the conditions of the second next succeeding paragraph are satisfied, pay the Additional Amounts specified in such paragraph. The Issuer shall make its determination as soon as practicable and publish prompt notice thereof (the “Determination Notice”) stating the effective date of its certification, documentation, information, or other reporting requirement, whether the Issuer will redeem the Notes or pay the Additional Amounts specified in the next succeeding paragraph, and (if applicable) the last date by which the redemption of the Notes must take place, as provided in the next succeeding sentence. If the Notes are to be redeemed pursuant to this Condition 6(cparagraph (b), that redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Issuer shall elect by notice to the Principal Agent at least 45 calendar days before the redemption datedate of redemption. Notice of such redemption of the Notes will be given to the Noteholders Holders not more than 60 nor less than 30 calendar days prior to the date of redemption date by publication in accordance with General Note Condition 1413. Notwithstanding the foregoing, the Issuer shall not redeem the Notes if the Issuer or the Guarantor, as the case may be, shall subsequently determine not less than 30 calendar days prior to the redemption datedate of redemption, that subsequent payments on the Notes and Coupons would not be subject to any such certification, documentation, information, or other reporting requirement, in which case the Issuer or the Guarantor, as the case may be, shall give prompt notice of its subsequent determination by publication in accordance with General Note Condition 14 13 and any earlier redemption notice shall be revoked and of no further effect. Notwithstanding the foregoing, if and so long as the certification, documentation, information, or other reporting requirement referred to in the second preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Issuer or the Guarantor, as the case may be, may elect to pay as additional interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that every net payment made outside the United States following the effective date of that requirement by the Issuer or the Guarantor, as the case may be, or any of its Paying Agents in respect of any Note or any Coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence, or identity, other than status as a United States Alien, of such beneficial owner be disclosed to the IssuerIssuer or the Guarantor, as the case may be, any Paying Agent, or any governmental authority), after deduction or withholding for or on account of that backup withholding tax or similar charge (other than a backup withholding tax or similar charge that (1) would not be applicable in the circumstances referred to in the parenthetical clause of the first sentence of the preceding paragraph or (2) is imposed as a result of the presentation of the Note or Coupon for payment more than 15 calendar days after the date on which that payment became due and payable or on which payment thereof was duly provided for, whichever occurred later), will not be less than the amount provided for in the Note or Coupon to be then due and payable. If the Issuer or the Guarantor, as the case may be, elects to pay Additional Amounts pursuant to this paragraph, the Issuer shall have the right to redeem the Notes in whole, but not in part, at any time (in the case of Notes other than Fixed-Fixed Rate Notes) or on any Interest Payment Date (in the case of Notes other than Fixed-Fixed Rate Notes), subject to the provisions of the last two sentences of the immediately preceding paragraph. If the Issuer or the Guarantor, as the case may be, elects to pay Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Issuer shall redeem the Notes pursuant to the provisions of the immediately preceding paragraph. For avoidance of doubt, the requirement under these Terms and Conditions that a Holder submit an Asset Transfer Notice disclosing certain information with respect to the Holder and the requirement that the Holder and each legal or beneficial owner, as a condition to purchasing a Note, make certain representations and agreements as to its status as a U.S. person and other matters, are not requirements as to which the provisions of this General Note Condition 6(b) apply. In addition, in the case of Definitive Notes which are not held through a Relevant Clearing System, if this General Note Condition 6(b) would otherwise apply to the Notes, the Issuer shall have the option to redeem the Definitive Notes in the manner set forth in the second preceding paragraph, but shall not be required to redeem the Definitive Notes or pay any Additional Amounts. Except if the Issuer or Guarantor elects to pay any backup withholding tax or similar charge as set forth in the second preceding paragraph, neither the Issuer nor the Guarantor assumes any liability for any tax which it is required to withhold or for any payments to Holders in respect of any tax, assessment, or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein, and neither the Issuer nor the Guarantor will pay any gross up payments or other additional amounts in respect thereof. Whenever any Additional Amounts are to be paid on Notes or Coupons, the Issuer will give notice to the Principal Agent and the other Paying Agents, as provided in the Agency Agreement.

Special Tax Redemption. If the Issuer determines Company shall determine that any payment made outside the United States by the Issuer Company or any of its Paying Agents in respect of this Note or any Note (other than in respect of a Registered Note) or CouponCoupon appertaining thereto would, under any present or future laws or regulations of the United States, would be subject to any certification, documentation, information, information or other reporting requirement of any kind kind, the effect of which requirement is the disclosure to the IssuerCompany, any Paying Agent, Agent or any governmental authority of the nationality, residence, residence or identity of a beneficial owner of such Note or Coupon who that is a United States Alien (as defined herein) (other than such a requirement (1a) that would not be applicable to a payment made by the Issuer Company or any one of the its Paying Agents (xi) directly to the beneficial owner, owner or (yii) to a custodian, nominee, nominee or other agent of the beneficial owner, owner or (2b) that can be satisfied by such custodian, nominee, nominee or other agent certifying to the effect that the beneficial owner is a United States Alien, ; provided that, in any case referred to in Clauses clause (1)(ya) (ii) or (2b), payment by the custodian, nominee, or agent to the beneficial owner is not otherwise subject to any such requirement, or (3) that would not be applicable to a payment by at least one Paying Agent of the Issuer), then the Issuer Company shall at its option either: elect either (ix) to redeem the Notes such Note in whole, but not in part, at any time its Redemption Price, or (in the case of Fixed-Rate Notes) or on any Interest Payment Date (in the case of Notes other than Fixed-Rate Notes), at a price equal to the Early Redemption Amount referred to in Condition 6(f) below, together with, if appropriate, interest accrued to but excluding the date fixed for redemption; or (iiy) if the conditions of described in the second next succeeding paragraph are satisfied, to pay the Additional Amounts additional interest specified in such paragraph. The Issuer Company shall make its such determination as soon as practicable and publish prompt notice thereof (the “Determination Notice”) stating the effective date of its such certification, documentation, information, information or other reporting requirement, whether the Issuer will Company elects to redeem the Notes Note or to pay the Additional Amounts additional interest specified in the next succeeding paragraph, paragraph and (if applicable) the last date by which the redemption of the Notes Note must take place, as provided in the next succeeding sentence. If the Notes are this Note is to be redeemed pursuant to as described in this Condition 6(c)paragraph, that the redemption shall take place on such date, not later than one year after the publication of the Determination Noticedetermination notice, as the Issuer Company shall elect specify by notice given to the Principal Agent Trustee at least 45 calendar 60 days before the redemption date. Notice of such redemption of the Notes will shall be given to the Noteholders Holder of this Note at least 30 but not more than 60 nor less than 30 calendar days prior to the redemption date by publication in accordance with Condition 14date. Notwithstanding the foregoing, the Issuer Company shall not so redeem the Notes Note if the Issuer Company shall subsequently determine not less than determine, at least 30 calendar days prior to the redemption date, that subsequent payments on the Notes and Coupons Note would not be subject to any such certification, documentation, information, information or other reporting requirement, in which case the Issuer Company shall give publish prompt notice of its such subsequent determination by publication in accordance with Condition 14 and any earlier redemption notice given shall be revoked and of no further effect. Notwithstanding Prior to the foregoingpublication of any determination notice, if the Company shall deliver to the Trustee for the Note to be redeemed a certificate stating that the Company is obligated to make such determination and setting forth a statement of facts showing that the conditions precedent to the obligation of the Company to redeem the Note or to pay the additional interest specified in the next succeeding paragraph have occurred, and an opinion of independent counsel to the effect that such conditions have occurred. If and so long as the certification, documentation, information, information or other reporting requirement referred to in the second preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Issuer Company may elect to pay as additional interest such Additional Amounts amounts as may be necessary so that every net payment made outside the United States following the effective date of that such requirement by the Issuer Company or any of its Paying Agents in respect of any Note or any Coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence, residence or identity, other than status as a United States Alien, identity of such beneficial owner be disclosed to the IssuerCompany, any Paying Agent, paying agent or any governmental authority), after deduction or withholding for or on account of that such backup withholding tax or similar charge (other than a backup withholding tax or similar charge that (1i) would not be applicable in the circumstances referred to in the parenthetical clause of the first sentence of the preceding first paragraph of this section or (2ii) is imposed as a result of the presentation of the this Note or Coupon for payment more than 15 calendar days after the date on which that such payment became due and payable or on which payment thereof was duly provided for, whichever occurred later), will not be less than the amount provided for in the Note or Coupon to be then due and payable. If the Issuer Company elects to pay Additional Amounts pursuant to this paragraphadditional interest, then the Issuer Company shall have the right thereafter to redeem the Notes this Note at any time in whole, but not in part, at any time (in the case of Notes other than Fixed-Rate Notes) or on any Interest Payment Date (in the case of Notes other than Fixed-Rate Notes)Redemption Price, subject to the provisions of the last two sentences of the immediately preceding paragraphdescribed above. If the Issuer Company elects to pay Additional Amounts pursuant to this paragraph additional interest and the condition specified in the first sentence of this paragraph above should no longer be satisfied, then the Issuer Company shall redeem this Note in whole, but not in part, at the Notes pursuant Redemption Price, subject to the provisions of this section. Any such redemption payments made by the immediately preceding paragraphCompany shall be subject to the continuing obligation of the Company to pay additional interest as described above.

Special Tax Redemption. If the Issuer determines that any payment made outside the United States by the Issuer or any of its Paying Agents in respect of any Note (other than in respect of a Registered Note) or Coupon, under any present or future laws or regulations of the United States, would be subject to any certification, documentation, information, or other reporting requirement of any kind the effect of which is the disclosure to the Issuer, any Paying Agent, or any governmental authority of the nationality, residence, or identity of a beneficial owner of such Note or Coupon who is a United States Alien (as defined herein) (other than a requirement (1) that would not be applicable to a payment by the Issuer or any one of the Paying Agents (x) directly to the beneficial owner, or (y) to a custodian, nominee, or other agent of the beneficial owner, (2) that can be satisfied by such custodian, nominee, or other agent certifying to the effect that the beneficial owner is a United States Alien, provided that, in any case referred to in Clauses (1)(y) or (2), payment by the custodian, nominee, or agent to the beneficial owner is not otherwise subject to any such requirement, or (3) that would not be applicable to a payment by at least one Paying Agent of the Issuer), the Issuer shall at its option either: (i) redeem the Notes in whole, but not in part, at any time (in the case of Fixed-Rate Notes) or on any Interest Payment Date (in the case of Notes other than Fixed-Rate Notes), at a price equal to the Early Redemption Amount referred to in Condition 6(f) below, together with, if appropriate, interest accrued to but excluding the date fixed for redemption; or (ii) if the conditions of the second succeeding paragraph are satisfied, pay the Additional Amounts specified in such paragraph. The Issuer shall make its determination as soon as practicable and publish prompt notice thereof (the “"Determination Notice”") stating the effective date of its certification, documentation, information, or other reporting requirement, whether the Issuer will redeem the Notes or pay the Additional Amounts specified in the next succeeding paragraph, and (if applicable) the last date by which the redemption of the Notes must take place, as provided in the next succeeding sentence. If the Notes are to be redeemed pursuant to this Condition 6(c), that redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Issuer shall elect by notice to the Principal Agent at least 45 calendar days before the redemption date. Notice of such redemption of the Notes will be given to the Noteholders not more than 60 nor less than 30 calendar days prior to the redemption date by publication in accordance with Condition 14. Notwithstanding the foregoing, the Issuer shall not redeem the Notes if the Issuer shall subsequently determine not less than 30 calendar days prior to the redemption date, that subsequent payments on the Notes and Coupons would not be subject to any such certification, documentation, information, or other reporting requirement, in which case the Issuer shall give prompt notice of its subsequent determination by publication in accordance with Condition 14 and any earlier redemption notice shall be revoked and of no further effect. Notwithstanding the foregoing, if and so long as the certification, documentation, information, or other reporting requirement referred to in the second preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Issuer may elect to pay as additional interest such Additional Amounts as may be necessary so that every net payment made outside the United States following the effective date of that requirement by the Issuer or any of its Paying Agents in respect of any Note or any Coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence, or identity, other than status as a United States Alien, of such beneficial owner be disclosed to the Issuer, any Paying Agent, or any governmental authority), after deduction or withholding for or on account of that backup withholding tax or similar charge (other than a backup withholding tax or similar charge that (1) would not be applicable in the circumstances referred to in the parenthetical clause of the first sentence of the second preceding paragraph or (2) is imposed as a result of the presentation of the Note or Coupon for payment more than 15 calendar days after the date on which that payment became due and payable or on which payment thereof was duly provided for, whichever occurred later), will not be less than the amount provided for in the Note or Coupon to be then due and payable. If the Issuer elects to pay Additional Amounts pursuant to this paragraph, the Issuer shall have the right to redeem the Notes in whole, but not in part, at any time (in the case of Notes other than Fixed-Rate Notes) or on any Interest Payment Date (in the case of Notes other than Fixed-Rate Notes), subject to the provisions of the last two sentences of the immediately preceding paragraph. If the Issuer elects to pay Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Issuer shall redeem the Notes pursuant to the provisions of the immediately preceding paragraph.. LN2-9694 32

Special Tax Redemption. If the Issuer determines Company shall determine, based upon an opinion of a nationally recognized independent tax advisor to the Company, that any payment made outside the United States and its possessions by the Issuer Company or any of its Paying Agents in respect of principal of or interest on any Note (other than in respect of a Registered Note) or CouponCoupon would, under any present or future laws or regulations of the United StatesStates affecting taxation or otherwise, would be subject to any certification, identification, documentation, information, information or other reporting requirement of any kind the effect of which is the disclosure with regard to the Issuer, any Paying Agent, or any governmental authority of the nationality, residence, residence or identity of a beneficial owner of such Note or of any Coupon who is a United States Alien Non-U.S. Holder (as defined hereinunder Condition 6) (other than such a requirement (1) that would not be applicable to a payment by the Issuer or any one of the Paying Agents (x) directly to the beneficial owner, or (y) to a custodian, nominee, or other agent of the beneficial owner, (2) that which can be satisfied by such the custodian, nominee, nominee or other agent (if any) of the beneficial owner certifying to the effect that the such beneficial owner is a United States AlienNon-U.S. Holder, provided that, in any case referred to in Clauses (1)(y) or (2), that payment by the such custodian, nominee, nominee or agent to the such beneficial owner is not otherwise subject to any such requirement, or (3) that would not be applicable to a payment by at least one Paying Agent of the Issuer), the Issuer shall Company shall, at its option either: (i) election, either redeem the 2013 year Notes or 2033 Notes (as applicable) in whole, but not in part, at any time (in the case of Fixed-Rate Notes) or on any Interest Payment Date (in the case of Notes other than Fixed-Rate Notes), whole at a redemption price equal to 100 percent of the Early Redemption Amount referred principal amount of the 2013 year Notes or 2033 Notes (as applicable) together with (as applicable) accrued and unpaid interest to in Condition 6(f(but not including) below, together with, if appropriate, interest accrued to but excluding the date fixed for redemption; , or (ii) , if the conditions of the second succeeding paragraph are satisfied, pay the Additional Amounts specified in such paragraph. The Issuer Company shall make its such determination and election as soon as practicable and publish prompt notice thereof (the “Determination Notice”) stating the effective date of its such certification, documentation, informationidentification, information or other reporting requirement, whether the Issuer will Company has elected to redeem the 2013 Notes and/or the 2033 Notes (as applicable) or pay the Additional Amounts specified in the next second succeeding paragraph, and (if applicable) the last date by which the redemption of the 2013 year Notes or 2033 Notes (as applicable) must take place, as provided in the next succeeding sentence. If the Company elects to redeem the 2013 Notes are to be redeemed pursuant to this Condition 6(cor the 2033 Notes (as applicable), that such redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Issuer Company shall elect by notice to the Principal Fiscal Agent at least 45 calendar 15 days before the redemption date. Notice of such redemption of the Notes will be notice is given to the Noteholders not more than 60 nor less than 30 calendar days prior to holders of the 2013 year Notes or 2033 Notes (as applicable) of the date fixed for redemption date by publication in accordance with Condition 14as described below. Notwithstanding the foregoing, the Issuer shall Company will not so redeem the 2013 year Notes or 2033 Notes if the Issuer Company shall subsequently determine determine, not less than 30 calendar days prior to before the redemption datedate fixed for redemption, that subsequent payments on the 2013 year Notes and Coupons or 2033 Notes (as applicable) would not be subject to any such certification, identification, documentation, information, information or other reporting requirement, in which case the Issuer Company shall give publish prompt notice of its subsequent such determination by publication in accordance with Condition 14 and any earlier redemption notice shall be revoked and of no further effect. Notwithstanding Each notice referred to in the foregoingpreceding paragraph shall be given in the manner described below under Condition 12. If, if and so long as as, the certification, identification, documentation, information, information or other reporting requirement referred to in the second preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Issuer Company may elect to pay as additional interest such Additional Amounts such amounts as may be necessary so that every net payment made outside the United States and its possessions following the effective date of that such requirement by the Issuer Company or any Paying Agent of its Paying Agents in respect of principal of, or interest on, any Note or any Coupon of which the beneficial owner is a United States Alien Non-U.S. Holder (but without any requirement that the nationality, residence, residence or identity, other than status as a United States Alien, identity of such beneficial owner be disclosed to the Issuer, Company or any Paying Agent, Agent or any governmental authority), after deduction or withholding for or on account of that such backup withholding tax or similar charge (other than a backup withholding tax or similar charge that (1) would not be applicable in the circumstances referred to in the parenthetical clause of the first sentence of the preceding paragraph or (2) is imposed as a result of the presentation of the Note or Coupon for payment more than 15 calendar days after the date on which that payment became due and payable or on which payment thereof was duly provided for, whichever occurred later)charge, will not be less than the amount provided for in the such Note or Coupon to be then due and payable. If However, the Issuer Company may elect not to pay such Additional Amounts in respect of any backup withholding tax or similar charge, which (a) would not be applicable to a payment of principal of, or interest on, any Note or Coupon made by the Company or any one of its Paying Agents (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner of such Note if such custodian, nominee or other agent were to certify to the effect that such beneficial owner is a Non-U.S. Holder or (b) is imposed as a result of presentation of such Note or Coupon for payment more than 10 days after the date on which such payment became due and payable or on which payment thereof is duly provided for, whichever occurred later. In the event the Company elects to pay any Additional Amounts pursuant to this paragraph, the Issuer Company shall have the right to redeem the 2013 Notes in whole, but not in part, and/or 2033 Notes at any time (in the case of Notes other than Fixed-Rate Notes) or on any Interest Payment Date (in the case of Notes other than Fixed-Rate Notes), subject pursuant to the applicable provisions of the last two sentences of the immediately second preceding paragraph, the redemption price of which shall not be reduced for applicable withholding taxes. If the Issuer Company elects to pay Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer not be satisfied, then the Issuer Company shall redeem the 2013 Notes and/or 2033 Notes pursuant to the applicable provisions of the immediately second preceding paragraph.