Common use of Tax Event Clause in Contracts

Tax Event. (a) This paragraph shall apply if either party notifies the other that (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub paragraph (a)(i) or (ii) above has occurred and affects the notifying party. (c) Where this paragraph applies, the party giving the notice referred to in sub paragraph (a) may, subject to sub paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph (a) so elects, it may override that notice by giving a counter notice to the other party. If a counter notice is given, the party which gives the counter notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. (e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph. (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Tax Event. (a) This paragraph shall apply if either party notifies the other thatthat - (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub sub-paragraph (a)(i) or (ii) above has occurred and affects the notifying party. (c) Where this paragraph applies, the party giving the notice referred to in sub sub-paragraph (a) may, subject to sub sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) If the party receiving the notice referred to in sub sub-paragraph (a) so elects, it may override that notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub sub-paragraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. (e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph. (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Tax Event. (a) This paragraph shall apply if either party notifies the other thatthat - (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), has or will, in the notifying party’s 's reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub sub-paragraph (a)(i) or (ii) above has occurred and affects the notifying party. (c) Where this paragraph applies, the party giving the notice referred to in sub paragraph sub-paragraph (a) may, subject to sub sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) If the party receiving the notice referred to in sub sub-paragraph (a) so elects, it may override that notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub sub-paragraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. (e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph. (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other thatother, with respect to a Tax required to be collected by withholding or deduction, that — (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation “Change of law but excluding any change in any rate of tax), Tax Law”) has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(i) or (iia)(ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph Paragraph 6 is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required)Paragraph 5 of this Annex III; but an obligation to pay such additional amounts pursuant to Paragraph 5 of this Annex III may, where appropriate, be a circumstance which causes this paragraph Paragraph 6 to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other other, with respect to a Tax required to be collected by withholding or deduction, that: (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation “Change of law but excluding any change in any rate of tax), Tax Law”) has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(ia) (i) or (a) (ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph Paragraph 6 is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required)Paragraph 5 of this Annex III; but an obligation to pay such additional amounts pursuant to Paragraph 5 of this Annex III may, where appropriate, be a circumstance which causes this paragraph Paragraph 6 to apply.

Tax Event. (a) This paragraph shall apply if either party notifies the other thatthat- (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), ) has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub sub-paragraph (a)(i) or (ii) above has occurred and affects the notifying party. (c) Where this paragraph applies, the party giving the notice referred to in sub sub-paragraph (a) may, subject to sub sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) If the party receiving the notice referred to in sub sub-paragraph (a) so elects, it may override that notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub sub-paragraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. (e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph. (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other other, with respect to a Tax required to be collected by withholding or deduction, that: (i) any action taken by a taxing taking authority or brought in a court of competent jurisdiction (after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation “Change of law but excluding any change in any rate of tax), Tax Law”) has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(i) or (iia)(ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph Paragraph 6 is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required)Paragraph 5 of this Annex III; but an obligation to pay such additional amounts pursuant to Paragraph 5 of this Annex III may, where appropriate, be a circumstance which causes this paragraph Paragraph 6 to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other thatother, with respect to a Tax required to be collected by withholding or deduction, that – (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation “Change of law but excluding any change in any rate of tax), Tax Law”) has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(ia) (i) or (a) (ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph Paragraph 6 is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required)Paragraph 5 of this Annex III; but an obligation to pay such additional amounts pursuant to Paragraph 5 of this Annex III may, where appropriate, be a circumstance which causes this paragraph Paragraph 6 to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other thatother, with respect to a Tax required to be collected by withholding or deduction that - (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (after the date of an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date of International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation "Change of law but excluding any change in any rate of tax), Tax Law") has or will, in the notifying party’s 's reasonable opinion, have a material materiel adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(i) or (iia)(ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph Paragraph 6 is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required)Paragraph 5 of this Annex III; but an obligation to pay such additional amounts pursuant to Paragraph 5 of this Annex III may, where appropriate, be a circumstance which causes this paragraph Paragraph 6 to apply.

Tax Event. (a) This paragraph shall apply if either party notifies the other thatthat - (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub sub-paragraph (a)(i) or (ii) above has occurred and affects the notifying party. (c) Where this paragraph applies, the party giving the notice referred to in sub sub-paragraph (a) may, subject to sub sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) If the party receiving the notice referred to in sub sub-paragraph (a) so elects, it may override that notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub sub-paragraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. (e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph. (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Tax Event. (a) This paragraph shall apply if either party notifies the other thatthat-- (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), ) November 1995 12 has or will, in the notifying party’s 's reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub sub-paragraph (a)(i) or (ii) above has occurred and affects the notifying party. (c) Where this paragraph applies, the party giving the notice referred to in sub sub-paragraph (a) may, subject to sub sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) If the party receiving the notice referred to in sub sub-paragraph (a) so elects, it may override that notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub sub-paragraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. (e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph. (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other thatother, with respect to a Tax required to be collected by withholding or deduction, that — (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (jurisdic-tion after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation “Change of law but excluding any change in any rate of tax), Tax Law”) has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(i) or (iia)(ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph Paragraph 6 is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required)Paragraph 5 of this Annex III; but an obligation to pay such additional amounts pursuant to Paragraph 5 of this Annex III may, where appropriateappro-priate, be a circumstance which causes this paragraph Paragraph 6 to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other thatother, with respect to a Tax required to be collected by withholding or deduction, that — (i) any action taken by a taxing authority or brought in a court cour t of competent jurisdiction (jurisdic- tion after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation “Change of law but excluding any change in any rate of tax), Tax Law”) has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(i) or (iia)(ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph Paragraph 6 is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required)Paragraph 5 of this Xxxxx XXX; but an obligation to pay such additional amounts pursuant to Paragraph 5 of this Annex III may, where appropriateappro- priate, be a circumstance which causes this paragraph Paragraph 6 to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other other, with respect to a Tax required to be collected by withholding or deduction, that: (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation "Change of law but excluding any change in any rate of tax), Tax Law") has or will, in the notifying party’s 's reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(i) or (iia)(ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph Paragraph 6 is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required)Paragraph 5 of this Annex III; but an obligation to pay such additional amounts pursuant to Paragraph 5 of this Annex III may, where appropriate, be a circumstance which causes this paragraph Paragraph 6 to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other thatother, with respect to a Tax required to be collected by withholding or deduction, that — (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation “Change of law but excluding any change in any rate of tax), Tax Law”) has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(i) or (iia)(ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Expiration Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Expiration Date will continue to apply. (e) Where a an International Transaction is terminated as described describe d in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any change in the mid-market value of such International Transaction and any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph Paragraph 6 is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required)Paragraph 5 of this Annex IV; but an obligation to pay such additional amounts pursuant to Paragraph 5 of this Annex IV may, where appropriate, be a circumstance which causes this paragraph Paragraph 6 to apply.

Tax Event. (a) This paragraph shall apply if either party notifies the other thatthat - (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), has or will, in the notifying party’s 's reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub sub-paragraph (a)(i) or (ii) above has occurred and affects the notifying party. (c) Where this paragraph applies, the party giving the notice referred to in sub sub-paragraph (a) may, subject to sub sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) If the party receiving the notice referred to in sub sub-paragraph (a) so elects, it may override that notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub sub-paragraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. (e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph. (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay Oy additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other thatother, with respect to a Tax required to be collected by withholding or deduction, that — (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation “Change of law but excluding any change in any rate of tax), Tax Law”) has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(i) or (iia)(ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that nomi- nating such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that over- ride such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of con- stituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph Paragraph 6 is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required)Paragraph 5 of this Annex III; but an obligation to pay such additional amounts pursuant to Paragraph 5 of this Annex III may, where appropriate, be a circumstance which causes this paragraph Paragraph 6 to apply.

Tax Event. (a) This paragraph shall apply if either party notifies the other thatthat - (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), has or will, in the notifying party’s 's reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub sub-paragraph (a)(i) or (ii) above has occurred and affects the notifying party. (c) Where this paragraph applies, the party giving the notice referred to in sub sub-paragraph (a) may, subject to sub sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) If the party receiving the notice referred to in sub sub-paragraph (a) so elects, it may override that notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub sub-paragraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. (e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph. (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other thatother, with respect to a Tax required to be collected by withholding or deduction, that — (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (jurisdic- tion after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation “Change of law but excluding any change in any rate of tax), Tax Law”) has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(i) or (iia)(ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph Paragraph 6 is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required)Paragraph 5 of this Annex III; but an obligation to pay such additional amounts pursuant to Paragraph 5 of this Annex III may, where appropriateappro- priate, be a circumstance which causes this paragraph Paragraph 6 to apply.

Tax Event. (a) This paragraph shall apply if either party notifies the other thatthat – (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), has or will, in the notifying party’s 's reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub sub- paragraph (a)(i) or (ii) above has occurred and affects the notifying party. (c) Where this paragraph applies, the party giving the notice referred to in sub sub- paragraph (a) may, subject to sub sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) If the party receiving the notice referred to in sub sub-paragraph (a) so elects, it may override that notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub sub-paragraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. (e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph. (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Tax Event. (a) This paragraph shall apply if either party notifies the other that: (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), ; has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub sub-paragraph (a)(i) or (ii) above has occurred and affects the notifying party.; (c) Where where this paragraph applies, the party giving the notice referred to in sub sub-paragraph (a) may, subject to sub sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, notice by nominating that date as the Repurchase Date.; (d) If the party receiving the notice referred to in sub sub-paragraph (a) so elects, it may override that notice by giving a counter counter-notice to the other party. If a counter notice is given, the party which gives the counter counter- notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply.; (e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph.; and (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other other, with respect to a Tax required to be collected by withholding or deduction, that (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation "Change of law but excluding any change in any rate of tax), Tax Law") has or will, in the notifying party’s 's reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(ia) (i) or (a) (ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Tax Event. (a) This paragraph shall apply if either party notifies the other thatthat - (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), has or will, in the notifying party’s 's reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub sub-paragraph (a)(i) or (ii) above has occurred and affects the notifying party. (c) Where this paragraph applies, the party giving the notice referred to in sub sub-paragraph (a) may, subject to sub sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) If the party receiving the notice referred to in sub sub-paragraph (a) so elects, it may override that notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub sub-paragraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. (e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph. (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay Oy additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.. October 2000 - 23 -

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other thatother, with respect to a Tax required to be collected by withholding or deduction, that - (i) i. any action taken by a taxing authority or brought in a court of competent jurisdiction (after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) . a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation "Change of law but excluding any change in any rate of tax), Tax Law") has or will, in the notifying party’s 's reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(i) or (iia)(ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph Paragraph 6 is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required)Paragraph 5 of this Annex III; but an obligation to pay such additional amounts pursuant to Paragraph 5 of this Annex III may, where appropriate, be a circumstance which causes this paragraph Paragraph 6 to apply.

Tax Event. (a) 11.1. This paragraph shall apply if either party notifies the other thatthat - (i) i. any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or (ii) . a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), has or will, in the notifying party’s 's reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) 11.2. If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub sub-paragraph (a)(i11.1(i) or (ii) above has occurred and affects the notifying party. (c) 11.3. Where this paragraph applies, the party giving the notice referred to in sub sub-paragraph (a) 11.1 may, subject to sub sub-paragraph (d) 11.4 below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) 11.4. If the party receiving the notice referred to in sub sub-paragraph (a) 11.1 so elects, it may override that notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub sub-paragraph (a) 11.1 so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. (e) 11.5. Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph. (f) 11.6. This paragraph is without prejudice to paragraph 6(b) 6.2 (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other other, with respect to a Tax required to be collected by withholding or deduction, that (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation “Change of law but excluding any change in any rate of tax), Tax Law”) has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(ia) (i) or (a) (ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph Paragraph 6 is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required)Paragraph 5 of this Annex III; but an obligation to pay such additional amounts pursuant to Paragraph 5 of this Annex III may, where appropriate, be a circumstance which causes this paragraph Paragraph 6 to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other thatother, with respect to a Tax required to be collected by withholding or deduction, that — (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (jurisdic- tion after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation “Change of law but excluding any change in any rate of tax), Tax Law”) has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(i) or (iia)(ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph Paragraph 6 is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required)Paragraph 5 of this Xxxxx XXX; but an obligation to pay such additional amounts pursuant to Paragraph 5 of this Annex III may, where appropriateappro- priate, be a circumstance which causes this paragraph Paragraph 6 to apply.

Tax Event. (a) This paragraph Paragraph 6 shall apply if either party notifies the other thatother, with respect to a Tax required to be collected by withholding or deduction, that — (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (after the date an International Transaction is entered into, regardless of whether such action is taken or brought with respect to a party to this the Agreement); or (ii) a change in the fiscal or regulatory regime after the date an International Transaction is entered into, (including, but not limited toeach, a change in law or in the general interpretation “Change of law but excluding any change in any rate of tax), Tax Law”) has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that such party in the context of a an International Transaction. (b) If so requested by the other party, the notifying party will furnish the other party with an opinion of a suitably qualified adviser that an event referred to in sub paragraph subparagraph (a)(i) or (iia)(ii) above of this Paragraph 6 has occurred and affects the notifying party. (c) Where this paragraph Paragraph 6 applies, the party giving the notice referred to in sub paragraph subparagraph (a) above may, subject to sub paragraph subparagraph (d) below, terminate the International Transaction with effect effective from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the such notice, by nominating that such date as the Repurchase Date. (d) If the party receiving the notice referred to in sub paragraph subparagraph (a) of this Paragraph 6 so elects, it may override that such notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter such counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub paragraph subparagraph (a) of this Paragraph 6 so far as it relates to the relevant International Transaction and the original Repurchase Date will continue to apply. (e) Where a an International Transaction is terminated as described in this paragraphParagraph 6, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of constituting consequential loss or damage in respect of a termination in accordance with this paragraphParagraph 6. (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Tax Event. (a) This paragraph shall apply if either party notifies the other thatthat - (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), has or will, in the notifying party’s 's reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub sub-paragraph (a)(i) or (ii) above has occurred and affects the notifying party. (c) Where this paragraph applies, the party giving the notice referred to in sub sub-paragraph (a) may, subject to sub sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) If the party receiving the notice referred to in sub sub-paragraph (a) so elects, it may override that notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub sub-paragraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. (e) Where a Transaction is terminated as described in in; this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph. (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Tax Event. (a) This paragraph shall apply if either party notifies the other thatthat- (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), ) has or will, in the notifying partyparty ’s reasonable opinion, have a material adverse effect on that party in the context of a Transaction. (b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub sub-paragraph (a)(i) or (ii) above has occurred and affects the notifying party. (c) Where this paragraph applies, the party giving the notice referred to in sub sub-paragraph (a) may, subject to sub sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date. (d) If the party receiving the notice referred to in sub sub-paragraph (a) so elects, it may override that notice by giving a counter counter-notice to the other party. If a counter counter-notice is given, the party which gives the counter counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub sub-paragraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply. (e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice no xxxx to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph. (f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.