Common use of Tax Redemption - General Clause in Contracts

Tax Redemption - General. All Notes of the same Series may be redeemed in whole but not in part, at the option of the relevant Issuer at any time prior to maturity, upon the giving of a notice of redemption, if the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or ruling promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or ruling, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has or will become obligated to pay U.S. Additional Amounts with respect to such Notes as described under Section 9(a) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (each as defined in the Distribution Agreement) (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, the relevant Issuer shall deliver to the Fiscal and Paying Agent, (i) a certificate stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred (the date on which such certificate is delivered to the Fiscal and Paying Agent is herein called the “Redemption Determination Date”), and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the relevant Issuer or the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts if a payment in respect of such Notes were then due. Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. If any date fixed for redemption is a date prior to the Exchange Date for a temporary global Bearer Note, payment on such redemption date will be made subject to receipt of delivery by Euroclear, Clearstream, Luxembourg and/or such other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of certification of non-U.S. beneficial ownership substantially similar to the form set forth in Exhibit 8-2, which certification must be based on certifications of non-U.S. beneficial ownership substantially similar to the form set forth in Exhibit B-1, delivery of which is a condition to payment of such Note.

Tax Redemption - General. All Notes of the same Series may be redeemed in whole but not in part, at the option of the relevant Issuer at any time prior to maturity, upon the giving of a notice of redemption, if the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or ruling promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or ruling, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has or will become obligated to pay U.S. Additional Amounts with respect to such Notes as described under Section 9(a) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (each as defined in the Distribution Agreement) (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, the relevant Issuer shall deliver to the Fiscal and Paying Agent, (i) a certificate stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred (the date on which such certificate is delivered to the Fiscal and Paying Agent is herein called the “�Redemption Determination Date”�), and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the relevant Issuer or the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts if a payment in respect of such Notes were then due. Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. If any date fixed for redemption is a date prior to the Exchange Date for a temporary global Bearer Note, payment on such redemption date will be made subject to receipt of delivery by Euroclear, Clearstream, Luxembourg and/or such other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of certification of non-U.S. beneficial ownership a certificate substantially similar to in the form set forth in (i) Exhibit 8-2, which certification must be based on certifications B-1 provided by the holder of non-U.S. beneficial ownership substantially similar to the form set forth in such Note or (ii) Exhibit B-1B-2, delivery of which is a condition to payment of such Note.

Tax Redemption - General. All Notes of the same Series may be redeemed ------------------------ in whole but not in part, at the option of the relevant Issuer at any time prior to maturity, upon the giving of a notice of redemption, at a redemption price (except as otherwise specified herein or in the applicable Corporate Order) equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or, in the case of Original Issue Discount Notes, at 100% of the portion of the face amount thereof that has accreted to the date of redemption, if the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or ruling promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or ruling, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has or will become obligated to pay U.S. Additional Amounts with respect to such Notes as described under Section 9(a) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (each as defined in the Distribution Agreement) (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, the relevant Issuer shall deliver to the Fiscal and Paying Agent, (i) a certificate stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred (the date on which such certificate is delivered to the Fiscal and Paying Agent is herein called the “"Redemption Determination Date”"), and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the relevant Issuer or the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts if a payment in respect of such Notes were then due. Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. If any date fixed for redemption is a date prior to the Exchange Date for a temporary global Bearer Note, payment on such redemption date will be made subject to receipt of delivery by Euroclear, Clearstream, Luxembourg and/or such other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of certification of non-U.S. beneficial ownership a certificate substantially similar to the form set forth in Exhibit 8-2, which certification must be based on certifications of non-U.S. beneficial ownership substantially similar to the form set forth in Exhibit B-1, delivery of which is a condition to payment of such NoteNotes.

Tax Redemption - General. All Notes of the same Series may be redeemed in whole but not in part, at the option of the relevant Issuer at any time prior to maturity, upon the giving of a notice of redemption, if the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or ruling promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or ruling, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has or will become obligated to pay U.S. Additional Amounts with respect to such Notes as described under Section 9(a) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (each as defined in the Distribution Agreement) (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, the relevant Issuer shall deliver to the Fiscal and Paying Agent, (i) a certificate stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred (the date on which such certificate is delivered to the Fiscal and Paying Agent is herein called the “?Redemption Determination Date”"), and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the relevant Issuer or the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts if a payment in respect of such Notes were then due. Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. If any date fixed for redemption is a date prior to the Exchange Date for a temporary global Bearer Note, payment on such redemption date will be made subject to receipt of delivery by Euroclear, Clearstream, Luxembourg and/or such other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of certification of non-U.S. beneficial ownership a certificate substantially similar to in the form set forth in (i) Exhibit 8-2, which certification must be based on certifications B-1 provided by the holder of non-U.S. beneficial ownership substantially similar to the form set forth in such Note or (ii) Exhibit B-1B-2, delivery of which is a condition to payment of such Note.

Tax Redemption - General. All Notes of the same Series may be redeemed in whole but not in part, at the option of the relevant Issuer at any time prior to maturity, upon the giving of a notice of redemption, at a redemption price (except as otherwise specified herein or in the applicable Corporate Order) equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or, in the case of Original Issue Discount Notes, at 100% of the portion of the face amount thereof that has accreted to the date of redemption, if the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or ruling promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or ruling, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has or will become obligated to pay U.S. Additional Amounts with respect to such Notes as described under Section 9(a) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (each as defined in the Distribution Agreement) (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, the relevant Issuer shall deliver to the Fiscal and Paying Agent, (i) a certificate stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred (the date on which such certificate is delivered to the Fiscal and Paying Agent is herein called the “"Redemption Determination Date”"), and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the relevant Issuer or the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts if a payment in respect of such Notes were then due. Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. If any date fixed for redemption is a date prior to the Exchange Date for a temporary global Bearer Note, payment on such redemption date will be made subject to receipt of delivery by Euroclear, Clearstream, Luxembourg and/or such other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of certification of non-U.S. beneficial ownership a certificate substantially similar to the form set forth in Exhibit 8-2, which certification must be based on certifications of non-U.S. beneficial ownership substantially similar to the form set forth in Exhibit B-1, delivery of which is a condition to payment of such NoteNotes.

Tax Redemption - General. All Notes of the same Series may be redeemed in whole but not in part, at the option of the relevant Issuer at any time prior to maturity, upon the giving of a notice of redemption, if the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or ruling promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or ruling, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has or will become obligated to pay U.S. Additional Amounts with respect to such Notes as described under Section 9(a) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (each as defined in the Distribution Agreement) (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, the relevant Issuer shall deliver to the Fiscal and Paying Agent, (i) a certificate stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred (the date on which such certificate is delivered to the Fiscal and Paying Agent is herein called the “Redemption Determination Date”), and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the relevant Issuer or the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts if a payment in respect of such Notes were then due. Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. If any date fixed for redemption is a date prior to the Exchange Date for a temporary global Bearer Note, payment on such redemption date will be made subject to receipt of delivery by Euroclear, Clearstream, Luxembourg and/or such other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of certification of non-U.S. beneficial ownership a certificate substantially similar to in the form set forth in (i) Exhibit 8-2, which certification must be based on certifications B-1 provided by the holder of non-U.S. beneficial ownership substantially similar to the form set forth in such Note or (ii) Exhibit B-1B-2, delivery of which is a condition to payment of such Note.

Tax Redemption - General. All Notes of the same Series may be redeemed in whole but not in part, at the option of the relevant Issuer at any time prior to maturity, upon the giving of a notice of redemption, if the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or ruling promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or ruling, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has or will become obligated to pay U.S. Additional Amounts with respect to such Notes as described under Section 9(a) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (each as defined in the Distribution Agreement) (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, the relevant Issuer shall deliver to the Fiscal and Paying Agent, (i) a certificate stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred (the date on which such certificate is delivered to the Fiscal and Paying Agent is herein called the “"Redemption Determination Date”"), and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the relevant Issuer or the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts if a payment in respect of such Notes were then due. Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. If any date fixed for redemption is a date prior to the Exchange Date for a temporary global Bearer Note, payment on such redemption date will be made subject to receipt of delivery by Euroclear, Clearstream, Luxembourg and/or such other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of certification of non-U.S. beneficial ownership substantially similar to the form set forth in Exhibit 8-2B-2, which certification must be based on certifications of non-U.S. beneficial ownership substantially similar to the form set forth in Exhibit B-1, delivery of which is a condition to payment of such Note.

Tax Redemption - General. All Notes of the same Series may be redeemed in whole but not in part, at the option of the relevant Issuer at any time prior to maturity, upon the giving of a notice of redemption, if the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or ruling promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or ruling, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has or will become obligated to pay U.S. Additional Amounts with respect to such Notes as described under Section 9(a) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (each as defined in the Distribution Agreement) (as the case may be)Pricing Supplement) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, the relevant Issuer shall deliver to the Fiscal and Paying Agent, (i) a certificate stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred (the date on which such certificate is delivered to the Fiscal and Paying Agent is herein called the “"Redemption Determination Date”"), and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the relevant Issuer or the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts if a payment in respect of such Notes were then due. Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. If any date fixed for redemption is a date prior to the Exchange Date for a temporary global Bearer Note, payment on such redemption date will be made subject to receipt of delivery by Euroclear, Clearstream, Luxembourg and/or such other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of certification of non-U.S. beneficial ownership a certificate substantially similar to in the form set forth in (i) Exhibit 8-2, which certification must be based on certifications B-1 provided by the holder of non-U.S. beneficial ownership substantially similar to the form set forth in such Note or (ii) Exhibit B-1B-2, delivery of which is a condition to payment of such Note.

Tax Redemption - General. All Notes of the same Series may be redeemed in whole but not in part, at the option of the relevant Issuer at any time prior to maturity, upon the giving of a notice of redemption, if the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or ruling promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or ruling, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has or will become obligated to pay U.S. Additional Amounts with respect to such Notes as described under Section 9(a) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms or Securities Note (each as defined in the Distribution Agreement) (as the case may be)) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Discount Notes, at 100% of the portion of the face amount thereof that has accreted on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this paragraph, the relevant Issuer shall deliver to the Fiscal and Paying Agent, (i) a certificate stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred (the date on which such certificate is delivered to the Fiscal and Paying Agent is herein called the “Redemption Determination Date”), and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the relevant Issuer or the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts if a payment in respect of such Notes were then due. Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. If any date fixed for redemption is a date prior to the Exchange Date for a temporary global Bearer Note, payment on such redemption date will be made subject to receipt of delivery by Euroclear, Clearstream, Luxembourg and/or such other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of certification of non-U.S. beneficial ownership substantially similar to the form set forth in Exhibit 8-2B-2, which certification must be based on certifications of non-U.S. beneficial ownership substantially similar to the form set forth in Exhibit B-1, delivery of which is a condition to payment of such Note.