Common use of Tax Redemption Clause in Contracts

Tax Redemption. Unless otherwise specified pursuant to Section 3.1, the Company shall have the right to redeem, 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 the Company (or its successor) determines that (i) as a result of (A) any amendment to or change in the laws (or any regulations thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) or of any political subdivision or taxing authority thereof or therein, as applicable, or (B) any amendment to or change in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination), which amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1, 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 10.5, or (ii) on or after a date specified pursuant to Section 3.1, 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 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 (i) 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 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; provided, however, that (a) no such notice of redemption may be given earlier than 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 (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

Tax Redemption. Unless otherwise specified pursuant The Notes will be subject to Section 3.1, the Company shall have the right to redeemredemption 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 (1) the Company (Issuer or its successor) a relevant Guarantor, as the case may be, determines that (ia) as a result of (A) any change in or amendment to or 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) 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, as applicablea “Taxing Jurisdiction”), or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a the date specified pursuant to Section 3.1of this Indenture, if any date is so specified, the Issuer or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, the Company 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 10.5, 4.21 hereof or (iib) on or after a date specified pursuant to Section 3.1, 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 successorof 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 the jurisdiction of organization of the Company’s successor) or in, any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, including any of those actions specified in (ia) 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 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 Note or Note Guarantee and (2) in any such case the Issuer or the relevant Guarantor, as the case may be, in its business judgment determines that such obligation cannot be avoided by the use of such seriesreasonable measures available to the Issuer or the relevant Guarantor; provided, provided however, that (ai) no such notice of redemption may be given earlier than 60 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Issuer elects to redeem the notes pursuant to the provisions set forth in the preceding paragraph, the Issuer will deliver to the Trustee: (1) an Opinion of Counsel to the effect that the Issuer has or will become obligated to pay Additional Amounts as a result of any such change or amendment referred to in clause (1) of the preceding paragraph; (2) an Officers’ Certificate stating that the conditions set forth in clause (2) of the preceding paragraph have been met and that the Issuer is entitled to redeem the 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. Unless otherwise If specified pursuant to Section 3.13.01, the Company shall have the right Securities of a series will be subject to redeemredemption 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 (1) the Company (or its successor) determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1in the applicable supplemental indenture, 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 10.5, 10.05 or (iib) on or after a date specified pursuant to Section 3.1, 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 successor3.01, 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 (ia) 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 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 seriesseries 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 (ai) no such notice of redemption may be given earlier than 60 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

Tax Redemption. Unless otherwise If specified pursuant to Section 3.13.01, the Company shall have the right Securities of a series will be subject to redeemredemption 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 (a) the Company (or its successor) determines that (i) as a result of (A) any change in or amendment to or 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, as applicablea Tax Jurisdiction affecting taxation, or (B) any change in or amendment to or change in an interpretation or application official position of such laws Tax Jurisdiction regarding application or interpretation of such laws, regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or and becomes effective on or after a date specified pursuant to Section 3.13.01, 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 dueany amount would be payable in respect of the Securities, Additional Amounts pursuant to Section 10.5, 10.05 or (ii) on or after a date specified pursuant to Section 3.1, 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 successor3.01, 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 (i) 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 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, and (b) in any such case, the Company in its business judgment 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 Company (including designating another paying agent); provided, however, that (ax) no such notice of redemption may be given earlier than 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 dueAmounts, and (by) 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 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 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. Unless otherwise If specified pursuant to Section 3.13.01, the Company shall have the right Securities of a series will be subject to redeemredemption 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 (1) the Company (or its successor) determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.13.01, 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 10.5, 10.05 or (iib) on or after a date specified pursuant to Section 3.1, 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 successor3.01, 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 (ia) 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 seriesseries 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 (ai) no such notice of redemption may be given earlier than 60 or later than 30 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 (bii) 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 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 Securities pursuant to their terms. ARTICLE TWELVE

Tax Redemption. Unless otherwise specified pursuant to Section 3.1, the The Company shall have the right option to redeemredeem the Securities of any series to which 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 with respect to such series: (a) the Company (or its successor) determines that (i) that, as a result of of: (A1) any change in, amendment to to, or announced proposed change in the laws (or any regulations thereunder) of Canada (or the jurisdiction of organization rulings promulgated thereunder of the Company’s successor) 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 thereinthe United Kingdom (or in each case, as applicableany 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 the application or official interpretation of such laws, regulations or rulings, or (B) any amendment to or change in an the application or official interpretation of, or application any execution of or amendment to, any treaty or treaties affecting taxation to which any such laws or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination)jurisdiction is a party, which change, execution or amendment or change is announced or becomes effective 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 date specified pursuant to Section 3.1, if any date is so specified, or successor Person not organized under the date a party organized in a jurisdiction other than Canada laws of the United States or the United States becomes the Company’s successorKingdom (or, in each case, any political subdivision or taxing authority thereof) in accordance with Section 11.01, the Company has date of the transaction resulting in such assumption or will become (iii) such other date specified in the Securities of such series, the Guarantor would be required to pay Additional Amounts with respect to any amounts it is obligated to pay, pay under the Guarantee with respect to such series of Securities on the next succeeding date on which interest is due, Interest Payment Date and the payment of such Additional Amounts pursuant cannot be avoided by the use of reasonable measures available to Section 10.5the Guarantor; or (b) the Company determines, or (ii) on or after based upon an opinion of independent counsel of recognized standing that, as a date specified pursuant to Section 3.1, 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, result of any action has been taken by any legislative body of, taxing authority of, or any decision has been rendered by action brought in a court of competent jurisdiction in Canada the United Kingdom (or the jurisdiction of organization of the Company’s successor) or 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 thereinthe United Kingdom (or in each case, including any of those actions specified 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) abovethe issue date of the Securities unless clause (ii) applies, whether (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 not such action was taken the United Kingdom (or decision was rendered 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 Company, date of the transaction resulting in such assumption or any change, amendment, application or interpretation shall be officially proposed, which, in any (iii) such case, other date specified 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 Securities of such series; provided, however, 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 60 or later than 30 ninety (90) days prior to the earliest date on which the Company Guarantor would be obligated to pay such Additional Amounts were 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 to each such Holder, on the redemption date any Additional Amounts resulting from the payment of such redemption price by the Guarantor under the Guarantee. (e) Prior to the delivery of any notice of redemption pursuant to this Section 3.02, the Company will deliver to the Trustee an Officer’s Certificate stating that the Company is entitled to effect a payment in respect redemption and setting forth a statement of facts showing that the conditions precedent of the Securities then dueright so to redeem have occurred and, and if the redemption is pursuant to clause (b) at above, the time 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 is given, such obligation to pay such Additional Amounts remains in effectthat has been given shall be irrevocable.

Tax Redemption. Unless otherwise specified pursuant The Notes will be subject to Section 3.1, the Company shall have the right to redeemredemption 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 (1) the Company (Issuer or its successor) a relevant Guarantor, as the case may be, determines that (ia) as a result of (A) any change in or amendment to or 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) 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, as applicablea “Taxing Jurisdiction”), or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a the date specified pursuant to Section 3.1of the Indenture, if any date is so specified, the Issuer or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, the Company 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 10.5, 4.21 of the Indenture or (iib) on or after a date specified pursuant to Section 3.1, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or of the United States becomes the Company’s successorIndenture, 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 in, any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, including any of those actions specified in (ia) 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 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 Note or Note Guarantee and (2) in any such case the Issuer or the relevant Guarantor, as the case may be, in its business judgment determines that such obligation cannot be avoided by the use of such seriesreasonable measures available to the Issuer or the relevant Guarantor; provided, provided however, that (ai) no such notice of redemption may be given earlier than 60 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Issuer elects to redeem the notes pursuant to the provisions set forth in the preceding paragraph, the Issuer will deliver to the Trustee: (1) an Opinion of Counsel to the effect that the Issuer has or will become obligated to pay Additional Amounts as a result of any such change or amendment referred to in clause (1) of the preceding paragraph and (2) an Officer’s Certificate stating that the conditions set forth in clause (2) of the preceding paragraph have been met and that the Issuer is entitled to redeem the Notes pursuant to their terms.

Tax Redemption. Unless otherwise specified pursuant to Section 3.13.01, the Company shall have the right to redeemredeem the Securities of any series, 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 the Company (1) there is any change or its successoramendment (including any announced prospective change or amendment) determines that (i) as a result of (A) any amendment to or 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, as applicableaffecting taxation, or (B) any amendment to or change in an the application or interpretation or application of such laws laws, regulations or regulations rulings by any applicable legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination), which amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1, 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 10.5, or (ii) on or after a date specified pursuant to Section 3.1, 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 Canada (or the jurisdiction of organization of the Company’s successor) or any political subdivision or taxing authority thereof or therein, including any which change or amendment is announced or becomes effective on or after the date of those actions specified in (i) above, whether or not such action was taken or decision was rendered issuance with respect to the CompanySecurities of such series and, in a written opinion to the Company of legal counsel of recognized standing, as a result of such change or any change, amendment, application the Company has or interpretation shall be officially proposed, which, in any such casewill (assuming, 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 seriesseries pursuant to Section 10.05 and (2) the Company (or its successor), in its business judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to it; provided, however, that (ai) no such notice of such redemption may be given earlier than 60 or later than 30 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; (bii) 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 Securities of any series pursuant to this Section, it shall deliver to the Trustee, prior to the giving of the notice of redemption to Holders, an Officer's Certificate stating that it is entitled to redeem the Securities of such series pursuant to this Section. ARTICLE TWELVE SINKING FUNDS

Tax Redemption. Unless otherwise If specified pursuant to Section 3.1301, the Company shall have the right Securities of a series will be subject to redeemredemption 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 (1) the Company (or its successor) determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to in Section 3.1301, 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 10.5, 1005 with respect to any Security of such series or (iib) on or after a date specified pursuant to Section 3.1, if 301 with respect to 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 successorSecurity 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 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 (ia) 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 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 seriesseries 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 (ai) no such notice of redemption may be given earlier than 60 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

Tax Redemption. Unless otherwise specified pursuant to Section 3.1301, the Company Corporation shall have the right to 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 (1) the Company Corporation (or its successor) determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after the later of a date specified pursuant to Section 3.1301, if any date is so specified, or or, if applicable, the date a party Person organized in a jurisdiction other than Canada or the United States becomes the CompanyCorporation’s successorsuccessor pursuant to Section 801, the Company 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 10.5, 1005 or (iib) on or after the later of a date specified pursuant to Section 3.1301, if any date is so specified, or, if applicable, on or after the date a party Person organized in a jurisdiction other than Canada or the United States becomes the CompanyCorporation’s successorsuccessor 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 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 (ia) 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 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 seriesseries and (2) in any such case, the Corporation or such successor, in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Corporation or such successor; provided, however, that (ai) no such notice of redemption may be given earlier than 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

Tax Redemption. Unless otherwise If specified pursuant to Section 3.13.01, the Company shall have the right Securities of a series will be subject to redeemredemption 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 Securities (1) the Company (or its successor) determines that (ia) as a result of (A) any change in or amendment to or change in the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) U.S. or of any political subdivision or taxing authority thereof or therein, as applicabletherein affecting taxation, or (B) any amendment to or change in an position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.13.01, 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 10.5, 11.05 or (iib) on or after a date specified pursuant to Section 3.1, 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 successor3.01, 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 in, the jurisdiction of organization of the Company’s successor) U.S. or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ia) 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 seriesseries 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 (ai) no such notice of redemption may be given earlier than 60 or later than 30 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 (bii) 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 Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustee a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms.

Tax Redemption. Unless otherwise specified pursuant to Section 3.1301, the Company shall have the right to redeem, at any time, the Securities of a series, 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 (1) the Company (or its successor) determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1301, 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 10.5, 1005 or (iib) on or after a date specified pursuant to Section 3.1, 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 successor301, 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 (ia) 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 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 seriesseries 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 (ai) no such notice of redemption may be given earlier than 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.. ARTICLE TWELVE

Tax Redemption. Unless otherwise specified pursuant to Section 3.1301, the Company shall have the right to redeem, 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 the Company (or its successor) determines that (i) as a result of (A) any amendment to or change (including any announced prospective change) in the laws (or any regulations thereunder) of Canada (or the jurisdiction of organization of the Company’s 's successor) or of any political subdivision or taxing authority thereof or therein, as applicable, or (B) any amendment to or change in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination), which amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1301, 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 '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 10.51005, or (ii) on or after a date specified pursuant to Section 3.1301, 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 '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 's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (i) 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 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; provided, however, that (a) no such notice of redemption may be given earlier than 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 (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

Tax Redemption. Unless otherwise specified pursuant to Section 3.1301, the Company shall have the right to redeem, at any time, the Securities of a series, 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 (1) the Company (or its successor) determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1301, 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 10.5, 1005 or (iib) on or after a date specified pursuant to Section 3.1, 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 successor301, 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 (ia) 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 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 seriesseries 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 (ai) no such notice of redemption may be given earlier than 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

Tax Redemption. Unless otherwise specified pursuant to Section 3.1, The Company may redeem the Company shall have the right to redeemSecurities of any series, 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 any, to but not including the Company redemption date, and all Additional Amounts (or its successorif any) determines that (i) then due and which will become due on the 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 (Aincluding, without limitation, making payment through a paying agent located in another jurisdiction), and the requirement arises as a result of: (a) any amendment to to, or change in in, the laws (or any regulations thereunder) or rulings promulgated thereunder of Canada a relevant Taxing Jurisdiction which change or amendment is announced and becomes effective on or after the Issue Date (or or, if the jurisdiction of organization of applicable Taxing Jurisdiction became a Taxing Jurisdiction on a date after the Company’s successor) or of any political subdivision or taxing authority thereof or thereinIssue Date, as applicable, or such later date); or (Bb) any amendment to to, or change in in, an official written interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment by virtue of any legislation and the publication a holding, judgment, order by a court of any judicial decision competent jurisdiction or regulatory determination), a change in published administrative practice) which amendment or change is announced or and becomes effective on or after the Issue Date (or, if the applicable Taxing Jurisdiction became a Taxing Jurisdiction on a date specified pursuant to Section 3.1after the Issue Date, 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 10.5, or such later date) (ii) on or after a date specified pursuant to Section 3.1, 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 Canada (or the jurisdiction of organization each of the Company’s successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (i) 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 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; provided, however, that foregoing clauses (a) no and (b), a “Change in Tax Law”). The Company will not give any such notice of redemption may be given earlier than 60 or later than 30 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 (b) 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 cannot be avoided by the 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 has or will become obligated to pay such Additional Amounts as a result of a Change in effectTax Law. The Trustee will accept and shall be entitled to rely on such Officer’s 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. Unless otherwise If specified pursuant to Section 3.1301, the Company shall have the right Securities of a series will be subject to redeemredemption 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 (1) the Company (or its successor) determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1in the applicable prospectus supplement, 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 10.5, 1005 or (iib) on or after a date specified pursuant to Section 3.1, 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 successor301, 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 (ia) 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 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 seriesseries 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 (ai) no such notice of redemption may be given earlier than 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

Tax Redemption. Unless otherwise specified pursuant to Section 3.1301, the Company shall have the right to redeem, 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 the Company (or its successor) determines that (i) as a result of (A) any amendment to or change (including any announced prospective change) in the laws (or any regulations thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) or of any political subdivision or taxing authority thereof or therein, as applicable, or (B) any amendment to or change in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination), which amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1301, 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 10.51005, or (ii) on or after a date specified pursuant to Section 3.1301, 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 or organization of the Company’s successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (i) 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 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 seriesseries and, 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 (a) no such notice of redemption may be given earlier than 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 (b) 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 any Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustee a certificate, signed by an authorized officer, stating that the Company is entitled to redeem such Securities pursuant to their terms.

Tax Redemption. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, the Company shall have the right Securities of a series will be subject to redeemredemption 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 (1) the Company (or its successor) Corporation determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a the date specified pursuant to Section 3.1, 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 Corporation has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 10.5, 10.5 or (iib) on or after a the date specified pursuant to Section 3.1, 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 (ia) 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 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 seriesseries and (2) in any such case, the Corporation in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Corporation; provided, howeverPROVIDED HOWEVER, that (ai) no such notice of redemption may be given earlier than 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

Tax Redemption. Unless otherwise specified pursuant to Section 3.1301, the Company Corporation shall have the right to 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 (1) the Company Corporation (or its successor) determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1301, if any date is so specified, or the or, if applicable, the date a party Person organized in a jurisdiction other than Canada or the United States becomes the CompanyCorporation’s successorsuccessor pursuant to Section 801, the Company 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 10.5, 1005 or (iib) on or after a date specified pursuant to Section 3.1301, if any date is so specified, or, if applicable, on or after the date a party Person organized in a jurisdiction other than Canada or the United States becomes the CompanyCorporation’s successorsuccessor 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 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 (ia) 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 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 seriesseries and (2) in any such case, the Corporation, or such successor, in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Corporation, or such successor; provided, however, that (ai) no such notice of redemption may be given earlier than 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

Tax Redemption. Unless otherwise specified pursuant to Section 3.1301, the Company shall have the right to redeem, at any time, the Securities of a series, 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 (1) the Company (or its successor) determines that (ia) as a result of (Ai) any amendment to or change in or 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 's successor) or of any political subdivision or taxing authority thereof or therein, as applicabletherein affecting taxation, or (Bii) any amendment to or change in an the application or interpretation or application of such laws laws, regulations or regulations rulings by any legislative body, courtcourt of competent jurisdiction, governmental 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 or change is announced or becomes effective on or after a date specified pursuant to Section 3.1301, if any date is so specified, specified (or the date a party Person organized in a jurisdiction other than Canada or the United States becomes the Company’s '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 10.5, 1005 or (iib) on or after a date specified pursuant to Section 3.1301, if any date is so specified, specified (or the date a party Person organized in a jurisdiction other than Canada or the United States becomes the Company’s '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 's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ia) 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 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 seriesseries 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 (ai) no such notice of redemption may be given earlier than 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.. ARTICLE TWELVE

Tax Redemption. Unless otherwise If specified pursuant to Section 3.13.01, the Company shall have the right Securities of a series will be subject to redeemredemption 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 (1) the Company (or its successor) determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.13.01, 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 10.5, 10.05 or (iib) on or after a date specified pursuant to Section 3.1, 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 successor3.01, 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 (ia) 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 seriesseries 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 (ai) no such notice of redemption may be given earlier than 60 or later than 30 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 (bii) 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 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 Securities pursuant to their terms.

Tax Redemption. Unless otherwise specified pursuant to Section 3.13.01, the Company Issuer shall have the right to redeem, at any time, the Securities of a series, 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 (1) the Company (or its successor) Issuer determines that (ia) as a result of (A) any change in or amendment to or change in the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) Applicable Jurisdiction or of any political subdivision or taxing authority thereof or therein, as applicabletherein affecting taxation, or (B) any amendment to or change in an the official position regarding the application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date or dates specified pursuant to Section 3.13.01, 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 Issuer has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 10.510.05 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 (iib) on or after a date or dates specified pursuant to Section 3.1, 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 successor3.01, 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) Applicable Jurisdiction or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ia) 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 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 seriesseries 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 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 Issuer; provided, however, that (ai) no such notice of redemption may be given earlier than 60 or 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 (bii) 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.

Tax Redemption. Unless otherwise If specified pursuant to Section 3.13.01, the Company shall have the right Securities of a series will be subject to redeemredemption 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 (1) the Company (or its successor) determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1in the applicable supplemental indenture, 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 10.5, 10.05 or (iib) on or after a date specified pursuant to Section 3.1, 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 successor3.01, 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 (ia) 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 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 seriesseries 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 (ai) no such notice of redemption may be given earlier than 60 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

Tax Redemption. Unless otherwise specified pursuant to Section 3.1301, the Company shall have the right to redeem, at any time, the Securities of a series, 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 (1) the Company (or its successor) determines that (ia) as a result of (Ai) any amendment to or change change, including any announced prospective change, in the laws (or any regulations thereunder) of Canada (or the jurisdiction of organization of the Company’s 's successor) or of any political subdivision or taxing authority thereof or thereintherein affecting taxation, as applicable, applicable or (Bii) any amendment to or change in an interpretation or application of such laws or regulations by any legislative body, court, governmental government agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination), which amendment or change is announced or becomes effective on or after a the date specified pursuant to Section 3.1301, if any date is so specified, specified (or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s '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 10.5, 1005 or (iib) on or after a date specified pursuant to Section 3.1301, if any date is so specified, specified (or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s '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 's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ia) 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 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; providedPROVIDED, howeverHOWEVER, that (ai) no such notice of redemption may be given earlier than 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.. ARTICLE TWELVE

Tax Redemption. Unless otherwise specified pursuant to Section 3.1301, the Company shall have the right to redeem, 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 the Company (or its successor) determines that (i) as a result of (A) any amendment to or change (including any announced prospective change) in the laws (or any regulations thereunder) of Canada (or the jurisdiction of organization of the Company’s 's successor) or of any political subdivision or taxing authority thereof or therein, as applicable, or (B) any amendment to or change in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination), which amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1301, 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 '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 10.51005, or (ii) on or after a date specified pursuant to Section 3.1301, 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 '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 or organization of the Company’s 's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (i) 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 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 seriesseries and, 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, howeverHOWEVER, that (a) no such notice of redemption may be given earlier than 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 (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.. ARTICLE TWELVE SINKING FUNDS

Tax Redemption. Unless otherwise specified pursuant to Section 3.1301, the Company shall have the right to redeem, at any time, the Securities of a series, 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 (1) the Company or the Guarantor (or its successor) their successors), as the case may be, determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1301, if any date is so specified, the Company or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, the Company Guarantor has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 10.5, 1005 or (iib) on or after a date specified pursuant to Section 3.1, 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 successor301, 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 (ia) 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 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 seriesseries 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 Company or the Guarantor; providedPROVIDED, howeverHOWEVER, that (ai) no such notice of redemption may be given earlier than 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.. ARTICLE TWELVE

Tax Redemption. Unless otherwise specified pursuant to Section 3.13.01, the Company Issuer shall have the right to redeem, at any time, the Securities of a series, 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 (1) the Company (or its successor) Issuer determines that (ia) as a result of (A) any change in or amendment to or change in the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) Applicable Jurisdiction or of any political subdivision or taxing authority thereof or therein, as applicabletherein affecting taxation, or (B) any amendment to or change in an the official position regarding the application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date or dates specified pursuant to Section 3.13.01, 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 Issuer has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 10.510.05 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 (iib) on or after a date or dates specified pursuant to Section 3.1, 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 successor3.01, 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) Applicable Jurisdiction or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ia) 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 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 seriesseries 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 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 Issuer; providedPROVIDED, howeverHOWEVER, that (ai) no such notice of redemption may be given earlier than 60 or 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 (bii) 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.

Tax Redemption. Unless otherwise If specified pursuant to Section 3.1301, the Company shall have the right Securities of a series will be subject to redeemredemption 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 (1) the Company (or its successor) determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1301, 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 10.5, 1005 or (iib) on or after a date specified pursuant to Section 3.1, 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 successor301, 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 (ia) 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 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 seriesseries 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 (ai) no such notice of redemption may be given earlier than 60 or later than 30 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

Tax Redemption. Unless otherwise specified pursuant (a) Upon the occurrence of a "Tax Event," the Issuer may, at its option and subject to Section 3.1the procedures set forth below, redeem (a "Tax Redemption") the Company shall have the right to redeemSecurities, 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 the Company (or its successor) determines that (i) as a result of (A) any change in or any amendment to the laws, including any applicable double taxation treaty or change in convention, of the laws United Kingdom (or any regulations thereunder) of Canada (or the jurisdiction of organization of the Company’s successorOther Jurisdiction) or of any political subdivision or taxing authority thereof or thereinthereof, as applicableaffecting taxation, or (B) any amendment to or change in an the application or interpretation or application of such laws laws, double taxation treaty or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination)convention, which change or amendment or change is announced or becomes effective on or after a the original issuance date specified pursuant to Section 3.1, if of any series of the Securities (or such later date is so specified, or on which any assignee of the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successorIssuer, the Company has or will become obligated any successor corporation to paythe 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 on which interest is due, Additional Amounts pursuant to Section 10.5for the payment thereof, or (ii) on based upon an Opinion of Independent Counsel to the Issuer, the Company or after an assignee, as a date specified pursuant to Section 3.1, 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, result of any action has been taken by any taxing authority of, or any decision has been rendered by action brought in a court of competent jurisdiction in Canada in, the United Kingdom (or the jurisdiction of organization of the Company’s successoran Other Jurisdiction) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in therein (i) 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 officially 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 duea corporation becomes an assignee), Additional Amounts with respect to any Security of such series; provided, however, that the circumstances described in clause (ai) no such notice of redemption may would exist. (c) A Tax Redemption shall be given earlier for not less than 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 all of the Securities then due, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectSecurities.

Tax Redemption. Unless otherwise specified pursuant (a) The Issuer is entitled to Section 3.1redeem the Notes at its option, the Company shall have the right to redeemat any time 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 redemptionof redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date), upon in the giving of a notice as described below, if event the Company Issuer determines that: (or its successor) determines that (i1) as a result of (A) any change in or amendment to or 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, as applicableRelevant Taxing Jurisdiction, or (B) any amendment to or change in an the official position regarding the application or interpretation or application of such laws laws, regulations or regulations rulings by any legislative body, court, governmental agency or regulatory authority (including the enactment a holding or order by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1December 11, 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 successor2012, 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 10.5, or any Notes; or (ii2) on or after a date specified pursuant to Section 3.1December 11, 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 successor2012, 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 in, any political subdivision or taxing authority thereof or thereinRelevant Taxing Jurisdiction, including any of those actions specified in clause (i) 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 Note, and, in any such case, the Issuer, in its business judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to it. (b) In the event that the Issuer elects to redeem the Initial Notes pursuant to Section 3.09(a), the Issuer shall deliver to the Trustee an Officer’s Certificate stating (i) 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 Notes pursuant to their terms and (ii) the basis for such redemption. Notice of the Issuer’s intent to redeem the Notes pursuant to this Section 3.09 shall not be effective until such time as it delivers to the Trustee such Opinion of Counsel stating that the Issuer would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such series; provided, however, that laws or regulations by the Relevant Taxing Jurisdiction. (ac) no such notice Any redemption pursuant to this Section 3.09 shall be made pursuant to Sections 3.01 through 3.06. Notice of redemption may intention to redeem the Notes pursuant to this Section 3.09 shall be given earlier by the Issuer to each holder and the Trustee not more than 60 or later 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 date fixed for redemption. Notwithstanding the foregoing, no notice of redemption of the Securities then due, and (b) 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.

Tax Redemption. Unless otherwise specified pursuant to Section 3.1301, the Company shall have the right to redeem, 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 the Company (or its successor) determines that (i) as a result of (A) any amendment to or change (including any announced prospective change) in the laws (or any regulations thereunder) of Canada (or the jurisdiction of organization of the Company’s 's successor) or of any political subdivision or taxing authority thereof or therein, as applicable, or (B) any amendment to or change in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination), which amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1301, 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 '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 10.51005, or (ii) on or after a date specified pursuant to Section 3.1301, 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 '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 or organization of the Company’s 's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (i) 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 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 seriesseries and, 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 (a) no such notice of redemption may be given earlier than 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 (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.. ARTICLE TWELVE SINKING FUNDS

Tax Redemption. Unless otherwise If specified pursuant to Section 3.1, the Company shall have the right Securities of a series will be subject to redeemredemption 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 (1) the Company (or its successor) Corporation determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1in the applicable prospectus supplement, 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 Corporation has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 10.5, 10.5 or (iib) on or after a date specified pursuant to Section 3.1, 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 (ia) 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 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 seriesseries and (2) in any such case, the Corporation in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Corporation; provided, howeverPROVIDED HOWEVER, that (ai) no such notice of redemption may be given earlier than 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

Tax Redemption. Unless otherwise If specified pursuant to Section 3.13.01, the Company shall have the right Securities of a series will be subject to redeemredemption 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 Securities (i) the Company determines that: (or its successor) determines that (ia) as a result of (A) any change in or amendment to or change in the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) U.S. or of any political subdivision or taxing authority thereof or therein, as applicabletherein affecting taxation, or (B) any amendment to or change in an position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.13.01, 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 10.5, 11.05; or (iib) on or after a date specified pursuant to Section 3.1, 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 successor3.01, 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 in, the jurisdiction of organization of the Company’s successor) U.S. or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ia) 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 (ii) 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: (a) no such notice of redemption may be given earlier than 60 or later than 30 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 (b) 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 Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustee a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms.

Tax Redemption. Unless otherwise If specified pursuant to Section 3.13.01, the Company shall have the right Securities of a series will be subject to redeemredemption 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 (1) the Company (or its successor) determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.13.01, 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 10.5, 10.05 or (iib) on or after a date specified pursuant to Section 3.1, 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 successor3.01, 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 (ia) 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 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 seriesseries 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 (ai) -------- ------- no such notice of redemption may be given earlier than 60 or later than 30 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 (bii) 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 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 Securities pursuant to their terms. ARTICLE TWELVE SINKING FUNDS

Tax Redemption. Unless otherwise specified pursuant (a) The Securities of a series shall be subject to Section 3.1, the Company shall have the right to redeemredemption 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 the Company determines that: (or its successor) determines that (i1) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an the official position regarding the application or interpretation or application of such laws laws, regulations or regulations rulings by any legislative body, court, governmental agency or regulatory authority (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1(i) May 26, if any date is so specified2016, or (ii) the date a party 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 10.512.01 with respect to any Security of such series; or (2) on or after (i) May 26, 2016, or (ii) on or after a date specified pursuant to Section 3.1, 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 (i) 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 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, 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 (ai) no such notice of redemption may be given earlier than 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 (bii) 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 Securities of a series pursuant to Section 3.09(a), the Company shall deliver to the Trustee an Officers’ Certificate stating that the Company is entitled to redeem the Securities of such series pursuant to their terms.

Tax Redemption. Unless otherwise specified pursuant to Section 3.1301, the Company shall have the right to redeemredeem 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 the Company (or its successor) determines that (i) as a result of (A) any change in or amendment to or 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, as applicable, therein affecting taxation or (B) any amendment to or change in an the official position regarding the application or interpretation or application of such laws laws, regulations or regulations rulings by any legislative body, court, governmental agency or regulatory authority (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1301, 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 10.51010, or (ii) on or after a date specified pursuant to Section 3.1301, 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 (i) 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 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 seriesseries and, in any such case set forth in Clause (i) or (ii) above, 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 (a) no such notice of redemption may be given earlier than 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 (b) 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 a series of Securities pursuant to this Section 1109, the Company shall deliver to the Trustee an Officers’ Certificate stating that the Company is entitled to redeem such series of Securities pursuant to their terms.

Tax Redemption. Unless otherwise If specified pursuant to Section 3.13.01, the Company shall have the right Canadian Securities of a series will be subject to redeemredemption 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 (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.13.01, 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 10.5, 11.05 or (iib) on or after a date specified pursuant to Section 3.1, 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 successor3.01, 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 (ia) 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 seriesseries 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 (ai) no such notice of redemption may be given earlier than 60 or later than 30 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 (bii) 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. Unless otherwise If specified pursuant to Section 3.1301, the Company shall have the right Securities of a series will be subject to redeemredemption 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 (1) the Company (or its successor) determines that (ia) as a result of (A) any change in or amendment to or 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, as applicabletherein affecting taxation, or (B) any amendment to or change in an official position regarding application or interpretation or application of such laws laws, regulations or regulations by any legislative body, court, governmental agency or regulatory authority rulings (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1301, if any date is so specified, or the date a party organized in a 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 10.5, 1005 or (iib) on or after a date specified pursuant to Section 3.1301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States 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 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 (ia) 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 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 seriesseries and (2) in any such case, the Company determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (ai) no such notice of redemption may be given earlier than 60 or later than 30 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 (bii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

Tax Redemption. Unless otherwise specified pursuant to Section 3.1(a) The Issuer may redeem the Notes at its option, the Company shall have the right to redeem, in at any 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 the Company Issuer determines that: (or its successor) determines that (i1) as a result of (Ai) any change in or amendment to or 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, as applicableany 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 (Bii) any amendment to or change in an the official position regarding the application or interpretation or application of such laws laws, regulations or regulations rulings by any legislative body, court, governmental agency or regulatory authority (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1June 16, 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 successor2016, 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 10.5, the Notes to any Holder or beneficial owner thereof; or (ii2) on or after a date specified pursuant to Section 3.1June 16, 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 successor2016, 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 thereinCanada, including any of those actions specified in (i) 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 the Notes, and, in any Security such case, the Issuer, in its business judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Issuer. (b) In the event that the Issuer elects to redeem the Notes pursuant Section 5.10(a), the Issuer will deliver to the Trustees an opinion of independent legal counsel of recognized standing stating that the Issuer would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such series; provided, however, that laws or regulations. (ac) no such notice Notice of redemption may intention to redeem the Notes as described above will be given earlier to the Holders not more than 60 or later nor less than 30 days prior to the earliest date on which fixed for redemption and will specify the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectdate fixed for redemption.

Tax Redemption. Unless otherwise specified pursuant to Section 3.1301, the Company shall have the right to redeemredeem a series 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 the Company (or its successor) determines that (i) as a result of (A) any change in or amendment to or 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, as applicable, therein affecting taxation or (B) any amendment to or change in an the official position regarding the application or interpretation or application of such laws laws, regulations or regulations rulings by any legislative body, court, governmental agency or regulatory authority (including the enactment a holding by a court of any legislation and the publication of any judicial decision or regulatory determinationcompetent jurisdiction), which change or amendment or change is announced or becomes effective on or after a date specified pursuant to Section 3.1301, 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 10.51009, or (ii) on or after a date specified pursuant to Section 3.1301, 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 (i) 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 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 seriesseries and, in any such case set forth in Clause (i) or (ii) above, 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 (a) no such notice of redemption may be given earlier than 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 (b) 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 a series of Securities pursuant to this Section 1109, the Company shall deliver to the Trustee an Officers’ Certificate stating that the Company is entitled to redeem such series of Securities pursuant to their terms.