Common use of Tax Redemption Clause in Contracts

Tax Redemption. If specified pursuant to Section 3.01, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.013.1, the Canadian Securities of a series will be subject Company shall have the right to redemption at any timeredeem, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company (or its successor) determines that (ai) as a result of (A) any amendment to or change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) or of any political subdivision or taxing authority thereof or therein affecting taxationtherein, as applicable, or (B) any amendment to or change in position regarding an interpretation or application or interpretation of such lawslaws or regulations by any legislative body, regulations court, governmental agency or rulings regulatory authority (including a holding by a court the enactment of competent jurisdictionany legislation and the publication of any judicial decision or regulatory determination), which amendment or change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.013.1, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.5, or (bii) on or after a date specified pursuant to Section 3.013.1, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, in Canada (or the jurisdiction of organization of the Company’s successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Companyseries; provided, however, that (ia) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Canadian Securities of a series will be subject Company shall have the right to redemption at any timeredeem, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company (or its successor) determines that (ai) as a result of (A) any change in or amendment to or change (including any announced prospective change) in the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company's successor) or of any political subdivision or taxing authority thereof or therein affecting taxationtherein, as applicable, or (B) any amendment to or change in position regarding an interpretation or application or interpretation of such lawslaws or regulations by any legislative body, regulations court, governmental agency or rulings regulatory authority (including a holding by a court the enactment of competent jurisdictionany legislation and the publication of any judicial decision or regulatory determination), which amendment or change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005, or (bii) on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, in Canada (or the jurisdiction of organization of the Company's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Companyseries; provided, however, that (ia) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If specified pursuant to Section 3.01, The Company may redeem the Canadian Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at its discretion at any time upon giving not less than 30 nor more than 60 days’ prior notice to the Holders of such Securities (which notice will be irrevocable and given in accordance with the procedures described in Section 3.02), at a redemption price equal to 100% of the aggregate principal amount thereof thereof, together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described belowinterest, if in regard any, to but not including the Canadian Securities redemption date, and all Additional Amounts (1if any) then due and which will become due on the Company determines that (a) redemption date as a result of the redemption or otherwise, if on the next date on which any amount would be payable in respect of such series of Securities, the Company is or would be required to pay Additional Amounts, and the Company cannot avoid any such payment obligation by taking reasonable measures available to it (including, without limitation, making payment through a paying agent located in another jurisdiction), and the requirement arises as a result of: (a) any amendment to, or change in or amendment to in, the laws (or any regulations or rulings promulgated thereunderthereunder of a relevant Taxing Jurisdiction which change or amendment is announced and becomes effective on or after the Issue Date (or, if the applicable Taxing Jurisdiction became a Taxing Jurisdiction on a date after the Issue Date, such later date); or (b) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxationamendment to, or any change in position regarding in, an official written interpretation or application or interpretation of such laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction)holding, which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01judgment, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered order by a court of competent jurisdiction inor a change in published administrative practice) which amendment or change is announced and becomes effective on or after the Issue Date (or, Canada or any political subdivision or taxing authority thereof or thereinif the applicable Taxing Jurisdiction became a Taxing Jurisdiction on a date after the Issue Date, including any such later date) (each of those actions specified in the foregoing clauses (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) b), a “Change in Tax Law”). The Company will not give any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which the Company would be obligated to pay make such Additional Amounts were payment or withholding if a payment in respect of the Securities of such series was then due, and (ii) the obligation to pay Additional Amounts must be in effect at the time such notice is given. Prior to the publication or, where relevant, mailing of any notice of redemption is givenof the Securities of any series pursuant to the foregoing, such the Company will deliver to the Trustee (a) an Officer’s Certificate stating that obligation to pay such Additional Amounts remains in effect. In cannot be avoided by the event Company taking reasonable measures available to it; and (b) an Opinion of Counsel from independent tax counsel to the Company of recognized standing qualified under the laws of the relevant Taxing Jurisdiction to the effect that the Company elects has or will become obligated to redeem the Canadian Securities pursuant to the provisions set forth pay such Additional Amounts as a result of a Change in the preceding paragraph, the Company Tax Law. The Trustee will accept and shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is be entitled to redeem rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the Canadian Securities pursuant to their termsexistence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Tax Redemption. If specified pursuant The Company shall have the option to Section 3.01, redeem the Canadian Securities of a any series will be subject to redemption at any timewhich the provisions of Article Fifteen shall apply, in whole but not in part, at a redemption price equal to the principal amount thereof together with plus accrued and but unpaid interest to the date fixed for of redemption, upon the giving of a notice as described belowif, if in regard with respect to the Canadian Securities such series: (1a) the Company determines that (a) that, as a result of of: (1) any change in, amendment to, or announced proposed change in or amendment to the laws (or any regulations or rulings promulgated thereunder) thereunder of Canada the United Kingdom (or of any political subdivision or taxing authority thereof thereof), or, in the event of the assumption of the obligations of the Guarantor hereunder and under the Securities by a successor Person not organized under the laws of the United States or therein affecting taxationthe United Kingdom (or in each case, any political subdivision or taxing authority thereof) in accordance with Section 11.01, the jurisdiction in which such successor Person is organized (or deemed resident for tax purposes); or (2) any change in position regarding the application or official interpretation of such laws, regulations or rulings (including rulings, or any change in the application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which any such jurisdiction is a holding by a court of competent jurisdiction)party, which change change, execution or amendment is announced or becomes effective on or after a (i) the issue date specified pursuant to Section 3.01of the Securities unless clause (ii) applies, if any date is so specified, (ii) in the Company has or will become obligated to pay, on event of the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered assumption of the obligations of the Guarantor hereunder and under the Securities by a court successor Person not organized under the laws of competent jurisdiction inthe United States or the United Kingdom (or, Canada or in each case, any political subdivision or taxing authority thereof thereof) in accordance with Section 11.01, the date of the transaction resulting in such assumption or therein, including any of those actions (iii) such other date specified in (a) abovethe Securities of such series, whether or not such action was taken or decision was rendered with respect the Guarantor would be required to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, pay Additional Amounts with respect to any Security amounts it is obligated to pay under the Guarantee with respect to such series of Securities on the next succeeding Interest Payment Date and the payment of such series and (2) in any such case, the Company in its business judgment determines that such obligation Additional Amounts cannot be avoided by the use of reasonable measures available to the CompanyGuarantor; providedor (b) the Company determines, howeverbased upon an opinion of independent counsel of recognized standing that, that as a result of any action taken by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction in the United Kingdom (or any political subdivision or taxing authority thereof) or, in the event of the assumption of the obligations of the Guarantor hereunder and under the Securities by a successor Person not organized under the laws of the United States or the United Kingdom (or in each case, any political subdivision or taxing authority thereof) in accordance with Section 11.01, the jurisdiction in which such successor Person is organized (or deemed resident for tax purposes), which action is taken or brought on or after (i) the issue date of the Securities unless clause (ii) applies, (ii) in the event of the assumption of the obligations of the Guarantor hereunder and under the Securities by a successor Person not organized under the laws of the United States or the United Kingdom (or in each case, any political subdivision or taxing authority thereof) in accordance with Section 11.01, with respect to taxes imposed by such other jurisdiction, the date of the transaction resulting in such assumption or (iii) such other date specified in the Securities of such series, that there is a substantial probability that the circumstances described in subsection (a) above would exist. (c) Notwithstanding any other provision of this Indenture, no such notice of redemption pursuant to clause (a) or (b) of this Section 3.02 may be given earlier than 90 ninety (90) days prior to the earliest date on which the Company Guarantor would be obligated to pay such Additional Amounts were a with respect to any amounts it is obligated to pay under the Guarantee as contemplated by clause (a) or (b), as the case may be. (d) The Guarantor will also pay to each Holder, or make available for payment in respect to each such Holder, on the redemption date any Additional Amounts resulting from the payment of such redemption price by the Securities then due, and Guarantor under the Guarantee. (iie) at Prior to the time such delivery of any notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraphthis Section 3.02, the Company shall will deliver to the Trustees a certificate, signed by Trustee an authorized officer, Officer’s Certificate stating that the Company is entitled to effect a redemption and setting forth a statement of facts showing that the conditions precedent of the right so to redeem have occurred and, if the Canadian Securities redemption is pursuant to their termsclause (b) above, the opinion of independent counsel referred to in such clause (b), which shall be in a form satisfactory to the Trustee. Once the Company delivers such an Officer’s Certificate to the Trustee, any notice of redemption that has been given shall be irrevocable.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01, the Canadian Company shall have the right to redeem the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price Redemption Price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as and on the terms and subject to satisfaction of the other conditions described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of there is any change in or amendment (including any announced prospective change or amendment) to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein therein, affecting taxation, or any change in position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court any applicable legislative body, court, governmental agency or regulatory authority of competent jurisdiction)Canada or of any political subdivision or taxing authority thereof or therein, which change or amendment is announced or becomes effective on or after the date of issuance with respect to the Securities of such series and, in a date specified pursuant written opinion to Section 3.01the Company of legal counsel of recognized standing, if any date is so specifiedas a result of such change or amendment, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such caseassuming, in the opinion case of Counsel to any announced prospective change or amendment, that such announced change or amendment will become effective as of the Company, will result date specified in such announcement and in the Company becoming form announced) become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series pursuant to Section 10.05 and (2) in any such case, the Company (or its successor), in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Companyit; provided, however, that (i) no such notice of such redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated obligated, but for such redemption, to pay such Additional Amounts were or later than 365 days after the Company first becomes liable to pay any Additional Amounts as a payment in respect result of the Securities then due, and any changes or amendments described above; (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Any redemption pursuant to this Section 11.08 shall be effected in accordance with the other provisions of this Article. In the event that the Company elects to redeem the Canadian Securities of any series pursuant to the provisions set forth in the preceding paragraphthis Section, the Company it shall deliver to the Trustees a certificateTrustee, signed by prior to the giving of the notice of redemption to Holders, an authorized officer, Officer's Certificate stating that the Company it is entitled to redeem the Canadian Securities of such series pursuant to their terms.this Section. ARTICLE TWELVE SINKING FUNDS

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Canadian Securities of a series will be subject Corporation shall have the right to redemption redeem, at any time, the Securities of a series, in whole but and not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company Corporation (or its successor) determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the later of a date specified pursuant to Section 3.01301, if any date is so specified, or, if applicable, the Company date a Person organized in a jurisdiction other than Canada or the United States becomes the Corporation’s successor pursuant to Section 801, the Corporation or such successor reasonably determines that it has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after the later of a date specified pursuant to Section 3.01301, if any date is so specified, or, if applicable, on or after the date a Person organized in a jurisdiction other than Canada or the United States becomes the Corporation’s successor pursuant to Section 801, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyCorporation or such successor, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the CompanyCorporation, will likely result in the Company Corporation or such successor, becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company Corporation or such successor, in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the CompanyCorporation or such successor; provided, however, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company Corporation would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If specified pursuant to Section 3.01, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.. ARTICLE TWELVE

Tax Redemption. If specified pursuant to Section 3.01, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at the option of the Company at any time, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest interest, if any, to the date fixed by the Company for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1a) the Company determines that (ai) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein a Tax Jurisdiction affecting taxation, or any change in or amendment to official position of such Tax Jurisdiction regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or and becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is dueany amount would be payable in respect of the Securities, Additional Amounts pursuant to Section 11.05 10.05 or (bii) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the written opinion of Counsel to the Companyindependent tax counsel as referenced below, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is dueany amount would be payable in respect of the Securities, Additional Amounts with respect to any Security of such series series, and (2b) in any such case, the Company in its business judgment determines determines, as evidenced by the officer’s certificate referenced below, that such obligation cannot be avoided by the use of reasonable measures available to the CompanyCompany (including designating another paying agent); provided, however, that (ix) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts, and (iiy) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms. Prior to the publication or, where relevant, mailing of any notice of redemption of the Securities pursuant to the foregoing, the Company will deliver to the Trustees an opinion of independent tax counsel of nationally recognized standing to the effect that there has been such change or amendment which would entitle the Company to redeem the Securities hereunder. In addition, before the Company publishes or mails notice of redemption of the Securities as described above, it will deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company cannot avoid its obligation to pay Additional Amounts by the Company taking reasonable measures available to it and all other conditions for such redemption have been met. The Trustees shall be entitled to rely on such officers’ certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Tax Redemption. If specified pursuant to Section 3.01301, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price Redemption Price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemptionredemption on the Redemption Date specified pursuant to Section 301, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to in Section 3.01301, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 with respect to any Security of such series or (b) on or after a date specified pursuant to Section 3.01301 with respect to any Security of such series, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is dueInterest Payment Date, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, provided however, that (i) no such notice of redemption may be given earlier than 90 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If specified pursuant to Section 3.01, the Canadian Securities of a series The Notes will be subject to redemption at any time, in whole but not in part, at the option of the Issuer, at a redemption price equal to the principal amount thereof thereof, together with accrued and unpaid interest interest, including Special Interest, if any, to the date fixed for redemption, upon the giving of a notice by the Issuer as described below, if in regard to the Canadian Securities (1) the Company Issuer or a relevant Guarantor, as the case may be, determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or of any political subdivision or taxing authority thereof or therein affecting taxationtherein) or any other jurisdiction in which the Issuer or any Guarantor (including successors) is organized or otherwise resident for tax purposes or any jurisdiction from or through which any payment hereunder or with respect to any note or Note Guarantee is made (any of the foregoing, a “Taxing Jurisdiction”), or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a the date specified pursuant to Section 3.01, if any date is so specifiedof this Indenture, the Company Issuer or the relevant Guarantor has or will become obligated to pay, on the next succeeding date on which scheduled interest is duepayment date, Additional Amounts pursuant with respect to the Notes or Note Guarantees as described under Section 11.05 4.21 hereof or (b) on or after a the date specified pursuant to Section 3.01of this Indenture, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyIssuer or a Guarantor, or any change, amendment, application or interpretation of the laws of the Taxing Jurisdiction shall be officially proposed, which, in any such case, in the opinion written Opinion of Counsel to the CompanyIssuer or the relevant Guarantor of legal counsel of recognized standing, will result in a material probability that the Company becoming Issuer or the relevant Guarantor will become obligated to pay, on the next succeeding date on which scheduled interest is duepayment date, Additional Amounts with respect to any Security of such series Note or Note Guarantee and (2) in any such casecase the Issuer or the relevant Guarantor, as the Company case may be, in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the CompanyIssuer or the relevant Guarantor; provided, provided however, that (i) no such notice of redemption may be given earlier than 90 or later than 30 days prior to the earliest date on which the Company Issuer or the relevant Guarantor, as applicable, would be obligated to pay such Additional Amounts were a payment in respect of the Securities Notes then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company Issuer elects to redeem the Canadian Securities notes pursuant to the provisions set forth in the preceding paragraph, the Company shall Issuer will deliver to the Trustees Trustee: (1) an Opinion of Counsel to the effect that the Issuer has or will become obligated to pay Additional Amounts as a certificate, signed by result of any such change or amendment referred to in clause (1) of the preceding paragraph; (2) an authorized officer, Officers’ Certificate stating that the Company conditions set forth in clause (2) of the preceding paragraph have been met and that the Issuer is entitled to redeem the Canadian Securities Notes pursuant to their terms; and (3) an Officers’ Certificate notifying the Trustee of such redemption and setting forth the matters described in Section 3.01 hereof.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Canadian Company shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company (or its successor) determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; providedPROVIDED, howeverHOWEVER, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.ARTICLE TWELVE

Tax Redemption. If specified pursuant to Section 3.01, the Canadian Securities of a series The Notes will be subject to redemption at any time, in whole but not in part, at the option of the Issuer, at a redemption price equal to the principal amount thereof thereof, together with accrued and unpaid interest interest, including Special Interest, if any, to the date fixed for redemption, upon the giving of a notice by the Issuer as described below, if in regard to the Canadian Securities (1) the Company Issuer or a relevant Guarantor, as the case may be, determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or of any political subdivision or taxing authority thereof or therein affecting taxationtherein) or any other jurisdiction in which the Issuer or any Guarantor (including successors) is organized or otherwise resident for tax purposes or any jurisdiction from or through which any payment hereunder or with respect to any note or Note Guarantee is made (any of the foregoing, a “Taxing Jurisdiction”), or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a the date specified pursuant to Section 3.01, if any date is so specifiedof the Indenture, the Company Issuer or the relevant Guarantor has or will become obligated to pay, on the next succeeding date on which scheduled interest is duepayment date, Additional Amounts pursuant with respect to the Notes or Note Guarantees as described under Section 11.05 4.21 of the Indenture or (b) on or after a the date specified pursuant to Section 3.01of the Indenture, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyIssuer or a Guarantor, or any change, amendment, application or interpretation of the laws of the Taxing Jurisdiction shall be officially proposed, which, in any such case, in the opinion written Opinion of Counsel to the CompanyIssuer or the relevant Guarantor of legal counsel of recognized standing, will result in a material probability that the Company becoming Issuer or the relevant Guarantor will become obligated to pay, on the next succeeding date on which scheduled interest is duepayment date, Additional Amounts with respect to any Security of such series Note or Note Guarantee and (2) in any such casecase the Issuer or the relevant Guarantor, as the Company case may be, in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the CompanyIssuer or the relevant Guarantor; provided, provided however, that (i) no such notice of redemption may be given earlier than 90 or later than 30 days prior to the earliest date on which the Company Issuer or the relevant Guarantor, as applicable, would be obligated to pay such Additional Amounts were a payment in respect of the Securities Notes then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company Issuer elects to redeem the Canadian Securities notes pursuant to the provisions set forth in the preceding paragraph, the Company shall Issuer will deliver to the Trustees Trustee: (1) an Opinion of Counsel to the effect that the Issuer has or will become obligated to pay Additional Amounts as a certificate, signed by result of any such change or amendment referred to in clause (1) of the preceding paragraph and (2) an authorized officer, Officer’s Certificate stating that the Company conditions set forth in clause (2) of the preceding paragraph have been met and that the Issuer is entitled to redeem the Canadian Securities Notes pursuant to their terms.

Tax Redemption. If specified pursuant to Section 3.01, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada the U.S. or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada the U.S. or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees Trustee a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If specified pursuant to Section 3.01, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price Redemption Price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01in the applicable supplemental indenture, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Canadian Company shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company (or its successor) determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If specified pursuant to Section 3.01301, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company (or its successor) determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in the jurisdiction other than Canada or the United States becomes the Company’s successor, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, if any date so specified, or the date a party organized in a jurisdiction other than Canada or the United Sates becomes the Company’s successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If specified pursuant to Section 3.01, (a) Upon the Canadian Securities occurrence of a series will be "Tax Event," the Issuer may, at its option and subject to redemption at any timethe procedures set forth below, redeem (a "Tax Redemption") the Securities, in whole but not in partonly, at any time (the "Tax Redemption Date") at a redemption price equal to (the "Tax Redemption Price") of 100% of the principal amount thereof together with plus accrued and unpaid interest to the date fixed for redemption. (b) A Tax Event occurs if, upon as the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or any amendment to the laws laws, including any applicable double taxation treaty or convention, of the United Kingdom (or any regulations or rulings promulgated thereunderOther Jurisdiction) of Canada or of any political subdivision or taxing authority thereof, affecting taxation, or any change in the application or interpretation of such laws, double taxation treaty or convention, which change or amendment becomes effective on or after the original issuance date of any series of the Securities (or such later date on which any assignee of the Issuer, the Company or any successor corporation to the Issuer or the Company becomes such), it is determined by the Issuer, the Company or such assignee (which terms, for purposes of the remainder of this paragraph, include any successor thereto) that (i) the Issuer, the Company or an assignee would be required to make additional payments in respect of principal and interest on the next succeeding date for the payment thereof, or (ii) based upon an Opinion of Independent Counsel to the Issuer, the Company or an assignee, as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, the United Kingdom (or an Other Jurisdiction) or any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered brought with respect to the CompanyIssuer, the Company or any changeits assignee), amendment, application which action is taken or interpretation shall be proposed, whichbrought on or after the original issuance date of such series (or, in any certain circumstances, such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding later date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such casea corporation becomes an assignee), the Company circumstances described in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that clause (i) no such notice of redemption may would exist. (c) A Tax Redemption shall be given earlier for not less than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect all of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their termsSecurities.

Tax Redemption. If specified pursuant to Section 3.01, the Canadian (a) The Securities of a series will shall be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to to, but not including, the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that that: (a1) as a result of (A) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, or (B) any change in the official position regarding the application or interpretation of such laws, regulations or rulings by any legislative body, court, governmental agency or regulatory authority (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after (i) May 26, 2016, or (ii) the date a date specified pursuant to Section 3.01, if any date is so specifiedparty organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, the Company or such successor, as applicable, has or will shall become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or 12.01 with respect to any Security of such series; or (b2) on or after (i) May 26, 2016, or (ii) the date a date specified pursuant to Section 3.01party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of organization of the Company’s successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) aboveSection 3.09(a)(1), whether or not such action was taken or such decision was rendered with respect to the CompanyCompany or such successor, as applicable, or any change, amendment, application or interpretation shall will be officially proposed, which, in any such case, in the opinion an Opinion of Counsel to the CompanyCounsel, will result in the Company Company, or such successor, as applicable, becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) series, and, in any such case, the Company Company, in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which fixed for redemption and such notice shall specify the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then duedate fixed for redemption, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. . (b) In the event that the Company elects to redeem the Canadian Securities of a series pursuant to the provisions set forth in the preceding paragraphSection 3.09(a), the Company shall deliver to the Trustees a certificate, signed by Trustee an authorized officer, Officers’ Certificate stating that the Company is entitled to redeem the Canadian Securities of such series pursuant to their terms.

Tax Redemption. If specified pursuant to Section 3.01, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price Redemption Price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01in the applicable supplemental indenture, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; providedPROVIDED, howeverHOWEVER, that (i) no such notice of redemption may be given earlier than 90 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If specified pursuant to Section 3.01, (a) Upon the Canadian Securities occurrence of a series will be "Tax Event," the Issuer may, at its option and subject to redemption at any timethe procedures set forth below, redeem (a "Tax Redemption") the Securities, in whole but not in partonly, at any time (the "Tax Redemption Date") at a redemption price equal to (the "Tax Redemption Price") of 100% of the principal amount thereof together with plus accrued and but unpaid interest to the date fixed for redemption. (b) A "Tax Event" occurs if, upon as the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or any amendment to the laws laws, including any applicable double taxation treaty or convention, of the United Kingdom (or any regulations or rulings promulgated thereunderOther Jurisdiction) of Canada or of any political subdivision or taxing authority thereof, affecting taxation, or any change in the application or interpretation of such laws, double taxation treaty or convention, which change or amendment becomes effective on or after the original issuance date of the Securities (or such later date on which any assignee of the Issuer, Parent Guarantor or a successor corporation to the Issuer or the Parent Guarantor becomes such as permitted hereby), it is determined, by the Issuer, the Parent Guarantor or such assignee (which terms, for purposes of the remainder of this paragraph, include any successor thereto) that (i) the Issuer, the Parent Guarantor or an assignee would be required to make additional payments in respect of principal, premium, if any, or interest on the next succeeding date for the payment thereof, or (ii) based upon an Opinion of Independent Counsel to the Issuer, the Parent Guarantor or its assignee, as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, the United Kingdom (or an Other Jurisdiction), or any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered brought with respect to the CompanyIssuer, the Parent Guarantor or any changean assignee), amendment, application which action is taken or interpretation shall be proposed, which, in any brought on or after the original issuance date of the Securities (or such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding later date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such casea corporation becomes a successor or an assignee), the Company circumstances described in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that clause (i) no such notice of redemption may would exist. (c) A Tax Redemption shall be given earlier for not less than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect all of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their termsSecurities.

Tax Redemption. If Unless otherwise specified with respect to any Securities pursuant to Section 3.013.1, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company Corporation determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a the date specified pursuant to Section 3.013.1, if any date is so specified, the Company Corporation has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.5 or (b) on or after a the date specified pursuant to Section 3.013.1, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyCorporation, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the CompanyCorporation of recognized standing, will result in the Company Corporation becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company Corporation in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the CompanyCorporation; provided, howeverPROVIDED HOWEVER, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company Corporation would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Canadian Securities of a series will be subject Company shall have the right to redemption at any timeredeem, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company (or its successor) determines that (ai) as a result of (A) any change in or amendment to or change (including any announced prospective change) in the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company's successor) or of any political subdivision or taxing authority thereof or therein affecting taxationtherein, as applicable, or (B) any amendment to or change in position regarding an interpretation or application or interpretation of such lawslaws or regulations by any legislative body, regulations court, governmental agency or rulings regulatory authority (including a holding by a court the enactment of competent jurisdictionany legislation and the publication of any judicial decision or regulatory determination), which amendment or change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005, or (bii) on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction or organization of the Company's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) and, in any such case, the Company in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; providedPROVIDED, howeverHOWEVER, that (ia) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.ARTICLE TWELVE SINKING FUNDS

Tax Redemption. If specified pursuant to Section 3.01, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.. ARTICLE THIRTEEN SINKING FUNDS

Tax Redemption. If specified pursuant to Section 3.01, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01, the Canadian Issuer shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company Issuer determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or the Applicable Jurisdiction or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in the official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date or dates specified pursuant to Section 3.01, if any date is so specified, the Company Issuer has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.05 or Reorganization Additional Amounts pursuant to Section 8.01 or there is more than an insubstantial risk that the Issuer could be denied the deduction of interest paid or payable in respect of the Securities in computing the Issuer's income for the purposes of the Income Tax Act (Canada) or a Canadian provincial or territorial income tax statute, or (b) on or after a date or dates specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or the Applicable Jurisdiction or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyIssuer, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the CompanyIssuer, will result in the Company Issuer becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts or Reorganization Additional Amounts with respect to any Security of such series or there is more than an insubstantial risk that the Issuer could be denied the deduction of interest paid or payable in respect of the Securities in computing the Issuer's income for the purpose of the Income Tax Act (Canada) or a Canadian provincial or territorial income tax statute, and (2) in any such case, the Company Issuer in its business judgment determines that any such obligation under paragraph (1) above cannot be avoided by the use of reasonable measures available to the CompanyIssuer; provided, however, that (i) no such notice of redemption may be given earlier than 90 60 nor later than 30 days prior to the earliest date on which the Company Issuer would be obligated to pay such Additional Amounts or Reorganization Additional Amounts were a payment in respect of the Securities then duedue or on which the Issuer would be denied the deduction of interest paid or payable in respect of the Securities, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts or Reorganization Additional Amounts or such denial of the deductibility of interest remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Canadian Securities of a series will be subject Company shall have the right to redemption at any timeredeem, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company (or its successor) determines that (ai) as a result of (A) any change in or amendment to or change (including any announced prospective change) in the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company's successor) or of any political subdivision or taxing authority thereof or therein affecting taxationtherein, as applicable, or (B) any amendment to or change in position regarding an interpretation or application or interpretation of such lawslaws or regulations by any legislative body, regulations court, governmental agency or rulings regulatory authority (including a holding by a court the enactment of competent jurisdictionany legislation and the publication of any judicial decision or regulatory determination), which amendment or change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005, or (bii) on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction or organization of the Company's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) and, in any such case, the Company in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, howeverHOWEVER, that (ia) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.ARTICLE TWELVE SINKING FUNDS

Tax Redemption. If specified pursuant to Section 3.01301, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01in the applicable prospectus supplement, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If specified pursuant to Section 3.01(a) The Issuer may redeem the Notes at its option, the Canadian Securities of a series will be subject to redemption at any time, in time as a whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities Issuer determines that: (1) the Company determines that (a) as a result of (i) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein, any jurisdiction in which any Guarantor is organized or resident for tax purposes or any jurisdiction from or through which payment is made or by any authority or agency therein or thereof having power to tax, affecting taxation, or (ii) any change in the official position regarding the application or interpretation of such laws, regulations or rulings by any legislative body, court, governmental agency or regulatory authority (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01June 16, if any date is so specified2016, the Company Issuer has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant with respect to Section 11.05 the Notes to any Holder or beneficial owner thereof; or (b2) on or after a date specified pursuant to Section 3.01June 16, 2016, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or thereinin Canada, including any of those actions specified in (a) aboveSection 5.10(a)(1), whether or not such action was taken or such decision was rendered with respect to the CompanyIssuer, or any change, amendment, application or interpretation shall be has been officially proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company Issuer becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) the Notes, and, in any such case, the Company Issuer, in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; providedIssuer. (b) In the event that the Issuer elects to redeem the Notes pursuant Section 5.10(a), however, that (i) no such notice of redemption may be given earlier than 90 days prior the Issuer will deliver to the earliest date on which Trustees an opinion of independent legal counsel of recognized standing stating that the Company Issuer would be obligated to pay such Additional Amounts were as a payment result of a change in respect tax laws or regulations or the application or interpretation of the Securities then due, and such laws or regulations. (iic) at the time such notice Notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects intention to redeem the Canadian Securities pursuant Notes as described above will be given to the provisions set forth in the preceding paragraph, the Company shall deliver Holders not more than 60 nor less than 30 days prior to the Trustees a certificate, signed by an authorized officer, stating that date fixed for redemption and will specify the Company is entitled to redeem the Canadian Securities pursuant to their termsdate fixed for redemption.

Tax Redemption. If specified pursuant (a) The Issuer is entitled to Section 3.01redeem the Notes at its option, the Canadian Securities of a series will be subject to redemption at any timetime as a whole, in whole but not in part, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof together with thereof, plus accrued and unpaid interest (if any) to the date fixed for redemption, upon the giving of a notice as described below, if in regard redemption (subject to the Canadian Securities right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date), in the event the Issuer determines that: (1) the Company determines that (a) as a result of (A) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxationRelevant Taxing Jurisdiction, or (B) any change in the official position regarding the application or interpretation of such laws, regulations or rulings by any legislative body, court, governmental agency or regulatory authority (including a holding or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01December 11, if any date is so specified2012, the Company Issuer, has or will shall become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant with respect to Section 11.05 or any Notes; or (b2) on or after a date specified pursuant to Section 3.01December 11, 2012, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or thereinRelevant Taxing Jurisdiction, including any of those actions specified in clause (a) above1), whether or not such action was taken or such decision was rendered with respect to the CompanyIssuer, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion of Counsel to the Company, will shall result in the Company Issuer becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) Note, and, in any such case, the Company Issuer, in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to it. (b) In the Company; providedevent that the Issuer elects to redeem the Initial Notes pursuant to Section 3.09(a), however, that the Issuer shall deliver to the Trustee an Officer’s Certificate stating (i) no that the Issuer is or shall become obligated to pay Additional Amounts because of an amendment to or change in law or regulation or position as described in this Section 3.09 and that the Issuer is entitled to redeem such notice Notes pursuant to their terms and (ii) the basis for such redemption. Notice of redemption may the Issuer’s intent to redeem the Notes pursuant to this Section 3.09 shall not be given earlier than 90 days prior effective until such time as it delivers to the earliest date on which Trustee such Opinion of Counsel stating that the Company Issuer would be obligated to pay such Additional Amounts were as a payment result of a change in respect tax laws or regulations or the application or interpretation of such laws or regulations by the Relevant Taxing Jurisdiction. (c) Any redemption pursuant to this Section 3.09 shall be made pursuant to Sections 3.01 through 3.06. Notice of intention to redeem the Notes pursuant to this Section 3.09 shall be given by the Issuer to each holder and the Trustee not more than 60 nor less than 30 days prior to the date fixed for redemption and shall specify the date fixed for redemption. Notwithstanding the foregoing, no notice of redemption of the Securities then due, and (ii) Notes as described above shall be given unless at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Canadian Securities of a series will be subject Company shall have the right to redemption at any timeredeem, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company (or its successor) determines that (ai) as a result of (A) any change in or amendment to or change (including any announced prospective change) in the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) or of any political subdivision or taxing authority thereof or therein affecting taxationtherein, as applicable, or (B) any amendment to or change in position regarding an interpretation or application or interpretation of such lawslaws or regulations by any legislative body, regulations court, governmental agency or rulings regulatory authority (including a holding by a court the enactment of competent jurisdictionany legislation and the publication of any judicial decision or regulatory determination), which amendment or change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005, or (bii) on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction or organization of the Company’s successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) and, in any such case, the Company in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (ia) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian any Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees Trustee a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian such Securities pursuant to their terms.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Canadian Securities of a series will be subject Corporation shall have the right to redemption redeem, at any time, the Securities of a series, in whole but and not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company Corporation (or its successor) determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or, if applicable, the date a Person organized in a jurisdiction other than Canada or the Company United States becomes the Corporation’s successor pursuant to Section 801, the Corporation or such successor reasonably determines that it has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, if any date is so specified, or, if applicable, on or after the date a Person organized in a jurisdiction other than Canada or the United States becomes the Corporation’s successor pursuant to Section 801, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyCorporation, or such successor, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the CompanyCorporation, will likely result in the Company Corporation or such successor becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company Corporation, or such successor, in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the CompanyCorporation, or such successor; provided, however, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company Corporation would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If specified pursuant to Section 3.013.1, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company Corporation determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01in the applicable prospectus supplement, if any date is so specified, the Company Corporation has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.5 or (b) on or after a date specified pursuant to Section 3.013.1, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyCorporation, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the CompanyCorporation, will result in the Company Corporation becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company Corporation in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the CompanyCorporation; provided, howeverPROVIDED HOWEVER, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company Corporation would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If specified pursuant to Section 3.01301, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If specified pursuant to Section 3.01, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1i) the Company determines that that: (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada the U.S. or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 11.05; or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada the U.S. or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series series; and (2ii) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that that: (ia) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, ; and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees Trustee a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Canadian Company shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company (or its successor) determines that (a) as a result of (i) any change in or amendment to or change, including any announced prospective change, in the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company's successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, as applicable or (ii) any amendment to or change in position regarding an interpretation or application or interpretation of such lawslaws or regulations by any legislative body, regulations court, government agency or rulings regulatory authority (including a holding by a court the enactment of competent jurisdictionany legislation and the publication of any judicial decision or regulatory determination), which amendment or change or amendment is announced or becomes effective on or after a the date specified pursuant to Section 3.01301, if any date is so specifiedspecified (or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor), the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, if any date is so specified (or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor), any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of organization of the Company's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such caseseries; PROVIDED, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, howeverHOWEVER, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.ARTICLE TWELVE

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Canadian Company shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company or the Guarantor (or their successors), as the case may be, determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, the Company or the Guarantor has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyCompany or the Guarantor, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the CompanyCompany or the Guarantor, will result in the Company or the Guarantor becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security or Guarantee of such series and (2) in any such case, the Company or the Guarantor, as the case may be, in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the CompanyCompany or the Guarantor; providedPROVIDED, howeverHOWEVER, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company or the Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.ARTICLE TWELVE

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Canadian Securities of Company shall have the right to redeem a series will be subject to redemption of Securities at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to to, but not including, the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (ai) as a result of (A) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, taxation or (B) any change in the official position regarding the application or interpretation of such laws, regulations or rulings by any legislative body, court, governmental agency or regulatory authority (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, the Company has or will shall become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1009, or (bii) on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of organization of the Company’s successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will shall result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) and, in any such casecase set forth in Clause (i) or (ii) above, the Company in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (ia) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which fixed for redemption and such notice shall specify the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then duedate fixed for redemption, and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian a series of Securities pursuant to the provisions set forth in the preceding paragraphthis Section 1109, the Company shall deliver to the Trustees a certificate, signed by Trustee an authorized officer, Officers’ Certificate stating that the Company is entitled to redeem the Canadian such series of Securities pursuant to their terms.

Tax Redemption. If (a) Unless otherwise specified pursuant to Section 3.01301, the Canadian Securities of Company shall have the right to redeem a series will be subject to redemption of Securities at any time, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof together with accrued and unpaid interest to to, but not including, the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (ai) as a result of (A) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada a Relevant Taxing Jurisdiction or of any political subdivision or taxing authority thereof or therein affecting taxation, or (B) any change in position regarding the application or interpretation of such laws, regulations or rulings by any legislative body, court, governmental agency or regulatory authority (including a holding by a court of competent jurisdiction)) of a Relevant Taxing Jurisdiction, which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, the Company has or a successor, as applicable, have or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant with respect to Section 11.05 any Security of such series; or (bii) on or after a date specified pursuant to Section 3.01301, if any date is so specified, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or thereinin a Relevant Taxing Jurisdiction, including any of those actions specified in clause (a) abovei), whether or not such action was taken or such decision was rendered with respect to the CompanyCompany or a successor, as applicable, or any change, amendment, application or interpretation shall will be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will shall result in the Company Company, or its successor, as applicable, becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) series, and, in any such casecase set forth in clause (i) or (ii), the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company (which shall not include the substitution of an obligor in respect of the debt securities); and in any such case, the Company; provided, howeverin its business judgment, determines that the payment of Additional Amounts cannot be avoided by the use of reasonable measures available to the Company. (ib) no Notice of intention to redeem such notice series of redemption may Securities as provided above will be given earlier not more than 90 60 nor less than 30 days prior to the earliest date on which fixed for redemption and shall specify the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and date fixed for redemption. (iic) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian a series of Securities pursuant to the provisions set forth in the preceding paragraphthis Section 1109, the Company shall deliver to the Trustees a certificate, signed by Securities Administrator and the Trustee an authorized officer, Officer’s Certificate stating that the Company is entitled to redeem the Canadian such series of Securities pursuant to their terms.

Tax Redemption. If specified pursuant to Section 3.01, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) -------- ------- no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.. ARTICLE TWELVE SINKING FUNDS

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Canadian Company shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company (or its successor) determines that (a) as a result of (i) any change in or amendment amendment, including any announced prospective change, to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company's successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, or (ii) any amendment to or change in position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a any legislative body, court of competent jurisdiction, government agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specifiedspecified (or the date a Person organized in a jurisdiction other than Canada or the United States becomes the Company's successor), the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, if any date is so specified (or the date a Person organized in a jurisdiction other than Canada or the United States becomes the Company's successor), any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of organization of the Company's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; providedPROVIDED, howeverHOWEVER, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.ARTICLE TWELVE

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Canadian Securities of a series will be subject Company shall have the right to redemption redeem at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to to, but not including, the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (ai) as a result of (A) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, taxation or (B) any change in the official position regarding the application or interpretation of such laws, regulations or rulings by any legislative body, court, governmental agency or regulatory authority (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, the Company has or will shall become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1010, or (bii) on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of organization of the Company’s successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will shall result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) and, in any such casecase set forth in Clause (i) or (ii) above, the Company in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (ia) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then duedue and such notice shall specify the date fixed for redemption, and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian a series of Securities pursuant to the provisions set forth in the preceding paragraphthis Section 1109, the Company shall deliver to the Trustees a certificate, signed by Trustee an authorized officer, Officers’ Certificate stating that the Company is entitled to redeem the Canadian such series of Securities pursuant to their terms.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01, the Canadian Issuer shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company Issuer determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or the Applicable Jurisdiction or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in the official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date or dates specified pursuant to Section 3.01, if any date is so specified, the Company Issuer has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.05 or Reorganization Additional Amounts pursuant to Section 8.01 or there is more than an insubstantial risk that the Issuer could be denied the deduction of interest paid or payable in respect of the Securities in computing the Issuer's income for the purposes of the INCOME TAX ACT (Canada) or a Canadian provincial or territorial income tax statute, or (b) on or after a date or dates specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or the Applicable Jurisdiction or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyIssuer, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the CompanyIssuer, will result in the Company Issuer becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts or Reorganization Additional Amounts with respect to any Security of such series or there is more than an insubstantial risk that the Issuer could be denied the deduction of interest paid or payable in respect of the Securities in computing the Issuer's income for the purpose of the INCOME TAX ACT (Canada) or a Canadian provincial or territorial income tax statute, and (2) in any such case, the Company Issuer in its business judgment determines that any such obligation under paragraph (1) above cannot be avoided by the use of reasonable measures available to the CompanyIssuer; providedPROVIDED, howeverHOWEVER, that (i) no such notice of redemption may be given earlier than 90 60 nor later than 30 days prior to the earliest date on which the Company Issuer would be obligated to pay such Additional Amounts or Reorganization Additional Amounts were a payment in respect of the Securities then duedue or on which the Issuer would be denied the deduction of interest paid or payable in respect of the Securities, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts or Reorganization Additional Amounts or such denial of the deductibility of interest remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms.