Common use of Tax Redemption Clause in Contracts

Tax Redemption. (a) Each series of Securities may be redeemed at any time, at the option of the Company, in whole but not in part, upon written notice as described below, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but not including, the Redemption Date, if (i) as a result of any change in, or amendment to, the laws or regulations of the Relevant Jurisdiction (or, in the case of Additional Amounts payable by a successor Person to the Company, the applicable Successor Jurisdiction), or any change in the official application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company, the date on which such successor Person to the Company became such pursuant to the applicable provisions of this Indenture) (a “Tax Change”), the Company or any such successor Person to the Company is, or would be, obligated to pay Additional Amounts upon the next payment of principal, premium, if any, or interest in respect of such Securities and (ii) such obligation cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it, provided that changing the jurisdiction of the Company or such successor Person to Company is not a reasonable measure for purposes of this Section 4.07(a). (b) Prior to the giving of any notice of redemption of the Securities pursuant to Section 4.07(a), the Company or any such successor Person to the Company shall deliver to the Trustee (i) a notice of such redemption election, (ii) an opinion of External Legal Counsel or an opinion of an Independent Tax Consultant to the effect that the Company or any such successor Person to the Company is, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from the Company or any such successor Person to the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it. The Trustee shall be entitled to rely conclusively upon such Officers’ Certificate and opinion as sufficient evidence of the conditions precedent described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant Holders. (c) Any redemption of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company or any such successor Person to the Company would be required to pay Additional Amounts if a payment in respect of such Securities was then due.

Tax Redemption. (a) Each series of Securities may be redeemed at any time, at The Company shall have the option to redeem the Securities of the Companyany series, in whole but not in part, upon written notice as described belowat any time prior to the maturity date of the principal of the Securities of any series, at a redemption price equal to 100% of the principal amount thereofthereof plus accrued but unpaid interest to the date of redemption, together if, with accrued and unpaid interestrespect to such series: (a) the Company determines that, if any, to, but not including, the Redemption Date, if (i) as a result of of: (1) any change in, or amendment to, or announced proposed change in the laws or any regulations or rulings promulgated thereunder of the Relevant a Home Country Jurisdiction (or of any political subdivision or taxing authority thereof) or, in the case event of Additional Amounts payable the assumption of the obligations of the Company hereunder and under the Securities or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the assumption of the obligations of the Guarantor hereunder and under the Guarantee, by a successor Person to not organized under the Companylaws of a Home Country Jurisdiction (or in each case, any political subdivision or taxing authority thereof) in accordance with Section 11.01, the applicable Successor Jurisdictionjurisdiction in which such successor Person is organized (or deemed resident for tax purposes), or ; or (2) any change in the official application or official interpretation of such laws laws, regulations or regulationsrulings, or (in either case) any change in the application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which any such jurisdiction is a party, which change change, execution or amendment becomes effective on or after (i) the Issue Date issue date of the Securities or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantee relating to such Securities unless clause (ii) applies, (ii) in the event of the assumption of the obligations of the Company hereunder and under the Securities or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the assumption of the obligations of the Guarantor hereunder and under the Guarantee, by a successor Person not organized under the laws of a Home Country Jurisdiction (or, in each case, any political subdivision or taxing authority thereof), with respect to taxes imposed by such other jurisdiction in accordance with Section 11.01, the case date of Additional Amounts payable by a successor Person the transaction resulting in such assumption, or (iii) such other date specified in the Securities of such series or, if applicable, in the Guarantee relating to such Securities of such series, the Company, the date on which Guarantor or such successor Person to the Company became such pursuant to the applicable provisions of this Indenture) (a “Tax Change”)Person, the Company or any such successor Person to the Company isas applicable, or would be, obligated be required to pay Additional Amounts upon with respect to such series of Securities or the Guarantee relating to such Securities on the next succeeding Interest Payment Date and the payment of principal, premium, if any, or interest in respect of such Securities and (ii) such obligation Additional Amounts cannot be avoided by the Company or any such successor Person to the Company taking use of reasonable measures available to itthe Company, provided that changing the jurisdiction of the Company Guarantor, as applicable, or such successor Person to Company is not a reasonable measure for purposes of this Section 4.07(a).Person; or (b) Prior to the giving Company determines, based upon an opinion of independent counsel of recognized standing that, as a result of any notice action taken by any legislative body of, taxing authority of, or any action brought in a court of redemption competent jurisdiction in, a Home Country Jurisdiction (or any political subdivision or taxing authority thereof) or, in the event of the assumption of the obligations of the Company hereunder and under the Securities or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the assumption of the obligations of the Guarantor hereunder and under the Guarantee, by a successor Person not organized under the laws of a Home Country Jurisdiction (or in each case, any political subdivision or taxing authority thereof) in accordance with Section 11.01, the jurisdiction in which such successor Person is organized (or deemed resident for tax purposes), which action is taken or brought on or after (i) the issue date of the Securities pursuant or, with respect to Section 4.07(a)any series of Securities to which the provisions of Article Fifteen shall apply, the Company or any Guarantee relating to such successor Person to the Company shall deliver to the Trustee Securities unless clause (iii) a notice of such redemption electionapplies, (ii) an opinion in the event of External Legal Counsel or an opinion the assumption of an Independent Tax Consultant to the effect that obligations of the Company or hereunder and under the Securities or, with respect to any such series of Securities to which the provisions of Article Fifteen shall apply, the assumption of the obligations of the Guarantor hereunder and under the Guarantee, by a successor Person not organized under the laws of a Home Country Jurisdiction (or in each case, any political subdivision or taxing authority thereof) in accordance with Section 11.01, with respect to taxes imposed by such other jurisdiction, the Company isdate of the transaction resulting in such assumption, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from such other date specified in the Company or any Securities of such successor Person to series, that there is a substantial probability that the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it. The Trustee shall be entitled to rely conclusively upon such Officers’ Certificate and opinion as sufficient evidence of the conditions precedent circumstances described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant Holderssubsection (a) above would exist. (c) Any redemption Notwithstanding any other provision of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided that Indenture, no such notice of redemption shall pursuant to clause (a) or (b) of this Section 3.02 may be given earlier than 90 ninety (90) days prior to the earliest date on which the Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor, or any such successor Person to the Company would be required obligated to pay Additional Amounts if a as contemplated by clause (a) or (b), as the case may be. (d) The Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor, or such successor Person will also pay to each Holder, or make available for payment in respect to each such Holder, on the redemption date any Additional Amounts resulting from the payment of such redemption price. (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 or cause a redemption and setting forth a statement of facts showing that the conditions precedent of the right so to redeem or cause such redemption have occurred and, if the redemption is pursuant to clause (b) above, the opinion of independent counsel referred to in such clause (b), which shall be in a form satisfactory to the Trustee. Delivery of any notice of redemption pursuant to this Section 3.02 will be conclusive and binding on the Holders of the Securities was then duebeing redeemed. Once the Company delivers such an Officer’s Certificate to the Trustee, any notice of redemption that has been given shall be irrevocable.

Tax Redemption. (a) Each series of The Securities may be redeemed at any time, at the option of the Companyredeemed, in whole but not in part, upon written at the Company’s option, by the giving of notice as described belowprovided in Article III hereof, at a redemption price equal to 100% of the outstanding principal amount thereofof the Securities, together with accrued and unpaid interestinterest to the redemption date and Additional Amounts, if any, toif, but not including, the Redemption Date, if (i) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Chile or any jurisdiction from or through which any payment under the Securities is made by or at the direction of the Company or the Guarantor, as applicable (each a “Relevant Jurisdiction (or, in the case of Additional Amounts payable by a successor Person to the Company, the applicable Successor Jurisdiction)”) or any political subdivision or taxing authority thereof or therein, or any change in the official application application, administration or official interpretation of such laws laws, regulations or regulationsrulings (including a holding by a court of competent jurisdiction) in a Relevant Jurisdiction, which or any other jurisdiction with the power to impose, levy or assess a Tax, the Company has or will become obligated to pay Excess Additional Amounts, if such change or amendment becomes effective is announced or occurs on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company, the date on which such successor Person to the Company became such pursuant to the applicable provisions of this Indenture) (a “Tax Change”), the Company or any such successor Person to the Company is, or would be, obligated to pay Additional Amounts upon the next payment of principal, premium, if any, or interest in respect of such Securities Indenture and (ii) such obligation cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it, provided that changing the jurisdiction of the Company or such successor Person to Company is not a reasonable measure for purposes of this Section 4.07(a). (b) Prior to the giving of any notice of redemption of the Securities pursuant to Section 4.07(a), the Company or any such successor Person to the Company shall deliver to the Trustee (i) a notice of such redemption election, (ii) an opinion of External Legal Counsel or an opinion of an Independent Tax Consultant to the effect that the Company or any such successor Person to the Company is, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from the Company or any such successor Person to the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it. The Trustee shall be entitled to rely conclusively upon such Officers’ Certificate and opinion as sufficient evidence of the conditions precedent described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant Holders. (c) Any redemption of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided that no such notice of redemption shall be given earlier than 90 60 days prior to the earliest date on which the Company or any such successor Person to the Company would be required obligated to pay such Excess Additional Amounts if Amounts, were a payment in respect of such the Securities was then due. For the avoidance of doubt, reasonable measures shall include a change in the jurisdiction of the paying agent. Prior to the giving of notice of redemption of Securities pursuant to this Indenture, the Company will deliver to the Trustee (i) an Officer’s Certificate to the effect that the Company is or at the time of the redemption will be entitled to effect such a redemption pursuant to this Indenture and (ii) a written opinion of recognized counsel admitted to practice in the applicable Relevant Jurisdiction and independent of the Company to the effect that the Company is, or is expected to become, obligated to pay Excess Additional Amounts as a result of such change or amendment, as described above, and setting forth in reasonable detail the circumstances giving rise to such right of redemption.

Tax Redemption. (a) Each series of Securities may The Notes will be redeemed subject to redemption at any time, at the option of the Company, in whole but not in part, upon written notice as described below, at a redemption price equal to 100% of the principal amount thereof, thereof together with accrued and unpaid interestinterest to the date fixed for redemption, if anyupon the giving of a notice as described below, toif: (a) in the written opinion to the Company (or the Guarantor, but not includingas the case may be) of legal counsel of recognized standing, the Redemption Date, if (i) as a result of any change inin or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States, or amendment toof any political subdivision or taxing authority thereof or therein, the laws or regulations of the Relevant Jurisdiction (or, in the case of Additional Amounts payable by a successor Person to the Company, the applicable Successor Jurisdiction)affecting taxation, or any change in official position regarding the official application or official interpretation of such laws laws, regulations or regulationsrulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the Issue Date date of the closing of this offering, the Company has or will become obligated to pay (or the Guarantor has or will become obligated to pay, as the case may be) on the next succeeding date on which interest is due, Additional Amounts with respect to the Notes as provided for in Section 2.4; or (b) on or after the date hereof, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in the United States, or of any political subdivision or taxing authority thereof or therein, including any of those actions specified in the paragraph immediately above, whether or not such action was taken or decision was rendered with respect to the Company (or the Guarantor, as the case may be), or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the case of Additional Amounts payable by a successor Person written opinion to the CompanyCompany (or the Guarantor, as the case may be) of legal counsel of recognized standing, will result in the Company (or the Guarantor, as the case may be) becoming obligated to pay, on the next succeeding date on which such successor Person interest is due, Additional Amounts with respect to the Company became Notes; and, in any such pursuant to the applicable provisions case, each of this Indenture) (a “Tax Change”), the Company or any such successor Person to and the Company isGuarantor, or would bein their business judgment, obligated to pay Additional Amounts upon the next payment of principal, premium, if any, or interest in respect of such Securities and (ii) determines that such obligation cannot be avoided by the Company or any such successor Person to the Company taking use of reasonable measures available to it, provided that changing them. Notice of intention to redeem the jurisdiction of the Company or such successor Person to Company is Notes will be given not a reasonable measure for purposes of this Section 4.07(a). (b) Prior more than 60 nor less than 30 days prior to the giving of any notice of date fixed for redemption of and will specify the Securities pursuant to Section 4.07(a)date fixed for redemption; provided, the Company or any such successor Person to the Company shall deliver to the Trustee (i) a notice of such redemption electionhowever, (ii) an opinion of External Legal Counsel or an opinion of an Independent Tax Consultant to the effect that the Company or any such successor Person to the Company is, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from the Company or any such successor Person to the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it. The Trustee shall be entitled to rely conclusively upon such Officers’ Certificate and opinion as sufficient evidence of the conditions precedent described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant Holders. (c) Any redemption of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided that no such notice of redemption shall may be given earlier later than 90 180 days prior after the Company (or the Guarantor, as the case may be) first becomes liable to pay any Additional Amounts as a result any such change or amendment. In the event that the Company elects to redeem the Notes pursuant to this provision, it will deliver to the earliest date on which Trustee a certificate, signed by an authorized officer, stating that it is entitled to redeem the Company or any such successor Person Notes pursuant to the Company would be required to pay Additional Amounts if a payment in respect of such Securities was then duetheir terms.

Tax Redemption. (a) Each series of Securities may be redeemed at any time, at the option of the Company, in whole but not in part, upon written notice as described below, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but not including, the Redemption Date, if (i) If at any time as a result of a Change in Tax Law or Change in Listing Status the Company has (or on the next Interest Payment Date or on the Maturity Date would) become obligated to make any change in, Additional Payments in respect of any payment or amendment todelivery to a Holder on account of any of the Notes held by that Holder, the laws or regulations Company has the right, at its election upon giving a Notice of the Relevant Jurisdiction (or, in the case of Additional Amounts payable by a successor Person Redemption to the Company, the applicable Successor Jurisdiction), or any change in the official application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company, the date on which such successor Person to the Company became such affected Holder(s) pursuant to the applicable provisions Section 16.02 of this Indenture, to redeem all, but not less than all, of the affected Notes held by such Holder(s) for a cash price equal to the Redemption Price and all additional amounts (if any) required to be paid or delivered to that Holder pursuant to Section 18.17(a)(ii) then due and that will become due on such Redemption Date as a result of the Tax Redemption (as defined below) or otherwise (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is prior to the Redemption Date and additional amount required to be paid or delivered to a holder of any Note pursuant to Section 18.17(a)(ii) in respect thereof) (a “Tax ChangeRedemption”), . The Company may not elect to redeem Notes pursuant to this Subsection 18.17(b) unless the Company or any such successor Person has delivered to the Company is, or would be, obligated Trustee (x) an Officer’s Certificate attesting that the obligation to pay Additional Amounts upon the next payment of principal, premium, if any, or interest in respect of such Securities and (ii) such obligation additional amounts cannot reasonably be avoided by the Company or any such successor Person to the Company taking reasonable measures available to itit (such measures to include, provided that changing without limitation, to the jurisdiction extent reasonable in the circumstances, using reasonable endeavours to cause the Notes to become listed (within the meaning of section 000, Xxxxxx Xxxxxxx Income Tax Act 2007) and “quoted” (within the meaning of Section 64 of the Company or such successor Person to Company is not a reasonable measure for purposes Taxes Consolidation Act 1997) on another “recognised stock exchange” (within the meaning of this section 0000, Xxxxxx Xxxxxxx Income Tax Xxx 0000 and Section 4.07(a). (b) Prior to the giving of any notice of redemption 64 of the Securities pursuant to Section 4.07(aTaxes Consolidation Act 1997), the Company or any such successor Person to the Company shall deliver to the Trustee ) and (i) a notice of such redemption election, (iiy) an opinion Opinion of External Legal Counsel or an opinion of an Independent Tax Consultant from independent tax counsel to the effect that the Company there has been such a Change in Tax Law or any such successor Person to the Company is, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from the Company or any such successor Person to the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to itin Listing Status. The Trustee shall will be entitled to rely conclusively upon accept such Officers’ Officer’s Certificate and opinion Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent described in Section 4.07(a)above, without further inquiry, in which event it shall will be conclusive and binding on the relevant Holders. (cii) Any redemption If the Company calls Notes for a Tax Redemption, then, notwithstanding anything to the contrary in this Section 18.17(b) or in Section 18.17(a), but subject to the Depositary’s Applicable Procedures in the case of Securities Global Notes, each affected Holder will have the right to elect (a “Tax Redemption Opt-Out Election”) not to have such Holder’s Notes (or any portion thereof in an authorized denomination) redeemed pursuant to Section 4.07 such Tax Redemption, in which case, from and after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, from and after such time as the Company pays such Redemption Price in full), the Company will no longer have any obligation to pay any such additional amounts with respect to such Notes solely as a result of such Change in Tax Law or Change in Listing Status (which shall be made binding upon all subsequent transferees of such Notes), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction’s taxes required by law to be deducted or withheld as a result of such Change in Tax Law or Change in Listing Status. (except iii) To make a Tax Redemption Opt-Out Election with respect to any Note (or any portion thereof in an authorized denomination), the Holder of such Note must deliver a notice (a “Tax Redemption Opt-Out Election Notice”) to the Company (with a copy to the Trustee) before the close of business on the second Business Day immediately before the related Redemption Date, which notice must state: (x) if such Note is a Physical Note, the certificate number of such Note; (y) the Original Principal Amount of such Note as otherwise specified to which (together with all PIK Interest thereon, whether pursuant to Section 3.01 for Securities of any seriesPIK Payments previously, then or thereafter made) in accordance the Tax Redemption Opt-Out Election will apply, which must be an authorized denomination; and (z) that such Holder is making a Tax Redemption Opt-Out Election with this Articlerespect to such Note (or such portion thereof); provided provided, however, that no if such Note is a Global Note, then such notice must comply with the Depositary’s Applicable Procedures (and any such notice delivered in compliance with the Depositary’s Applicable Procedures will be deemed to satisfy the requirements of redemption shall be given earlier than 90 days this Section 18.17(b)(iii)). (iv) Holders may surrender Notes subject to a Tax Redemption for conversion at any time prior to the earliest close of business on the second Scheduled Trading Day immediately preceding the Redemption Date (unless the Company fails to pay the Redemption Price, in which case a Holder of Notes subject to Tax Redemption may convert such Notes until the Trading Day immediately preceding the date on which the Company Redemption Price has been paid or any duly provided for). For the avoidance of doubt, a Tax Redemption will not affect the Company’s obligation to make Additional Payments, if any, with respect to such successor Person to conversion up to, but excluding, the Company would be required to pay Additional Amounts if a payment in respect of such Securities was then dueRedemption Date.

Tax Redemption. (a) Each series of Securities may be redeemed at any time, at The Company shall have the option to redeem the Securities of the Companyany series, in whole but not in part, upon written notice as described below, at a redemption price equal to 100% of the principal amount thereofthereof plus accrued but unpaid interest to the date of redemption, together if, with accrued and unpaid interestrespect to such series: (a) the Company determines that, if any, to, but not including, the Redemption Date, if (i) as a result of of: (1) any change in, or amendment to, or announced proposed change in the laws or any regulations or rulings promulgated thereunder of the Relevant Jurisdiction United Kingdom (or of any political subdivision or taxing authority thereof), or, in the case event of Additional Amounts payable the assumption of the obligations of the Company hereunder and under the Securities by a successor Person to not organized under the Companylaws of the United States or the United Kingdom (or in each case, any political subdivision or taxing authority thereof) in accordance with Section 11.01, the applicable Successor Jurisdictionjurisdiction 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 any change in the official application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which any such laws or regulationsjurisdiction is a party, which change change, execution or amendment becomes effective on or after (i) the Issue Date issue date of the Securities unless clause (ii) applies, (ii) in the event of the assumption of the obligations of the Company hereunder and under the Securities by a successor Person not organized under the laws of the United States or the United Kingdom (or, in the case of Additional Amounts payable by a successor Person to the Companyeach case, any political subdivision or taxing authority thereof) in accordance with Section 11.01, the date on which of the transaction resulting in such successor Person to assumption or (iii) such other date specified in the Company became Securities of such pursuant to the applicable provisions of this Indenture) (a “Tax Change”)series, the Company or any such successor Person to the Company is, or it would be, obligated be required to pay Additional Amounts upon with respect to such series of Securities on the next succeeding Interest Payment Date and the payment of principal, premium, if any, or interest in respect of such Securities and (ii) such obligation Additional Amounts cannot be avoided by the Company or any such successor Person to the Company taking use of reasonable measures available to it, provided that changing the jurisdiction of the Company or such successor Person to Company is not a reasonable measure for purposes of this Section 4.07(a).Company; or (b) Prior to the giving Company determines, based upon an opinion of independent counsel of recognized standing that, as a result of any notice action taken by any legislative body of, taxing authority of, or any action brought in a court of redemption competent jurisdiction in the United Kingdom (or any political subdivision or taxing authority thereof) or, in the event of the assumption of the obligations of the Company hereunder and under the Securities by a successor Person not organized under the laws of the United States or the United Kingdom (or in each case, any political subdivision or taxing authority thereof) in accordance with Section 11.01, the jurisdiction in which such successor Person is organized (or deemed resident for tax purposes), which action is taken or brought on or after (i) the issue date of the Securities pursuant to Section 4.07(a), the Company or any such successor Person to the Company shall deliver to the Trustee unless clause (iii) a notice of such redemption electionapplies, (ii) an opinion in the event of External Legal Counsel or an opinion the assumption of an Independent Tax Consultant to the effect that obligations of the Company or any such hereunder and under the Securities by a successor Person not organized under the laws of the United States or the United Kingdom (or in each case, any political subdivision or taxing authority thereof) in accordance with Section 11.01, with respect to taxes imposed by such other jurisdiction, the Company is, date of the transaction resulting in such assumption or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from such other date specified in the Company or any Securities of such successor Person to series, that there is a substantial probability that the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it. The Trustee shall be entitled to rely conclusively upon such Officers’ Certificate and opinion as sufficient evidence of the conditions precedent circumstances described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant Holderssubsection (a) above would exist. (c) Any redemption Notwithstanding any other provision of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided that Indenture, no such notice of redemption shall pursuant to clause (a) or (b) of this Section 3.02 may be given earlier than 90 ninety (90) days prior to the earliest date on which the Company or any such successor Person to the Company would be required obligated to pay Additional Amounts if a as contemplated by clause (a) or (b), as the case may be. (d) The Company will also pay to each Holder, or make available for payment in respect to each such Holder, on the redemption date any Additional Amounts resulting from the payment of such Securities was then dueredemption price. (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 redemption and setting forth a statement of facts showing that the conditions precedent of the right so to redeem have occurred and, if the redemption is pursuant to clause (b) above, the opinion of independent counsel referred to in such clause (b), which shall be in a form satisfactory to the Trustee. Once the Company delivers such an Officer’s Certificate to the Trustee, any notice of redemption that has been given shall be irrevocable.

Tax Redemption. (a) Each series of Securities may be redeemed at any time, at the option of the Company, in whole but not in part, upon written notice as described below, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but not including, the Redemption Date, if (i) as a result of any change in, or amendment to, the laws or regulations of the Relevant Jurisdiction (or, in the case of Additional Amounts payable by a successor Person to the Company, the applicable Successor Jurisdiction), or any change in the official application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company, the date on which such successor Person to the Company became such pursuant to the applicable provisions of this Indenture) (a “Tax Change”), the Company or any such successor Person to the Company is, or would be, obligated to pay Additional Amounts upon the next payment of principal, premium, if any, or interest in respect of such Securities and (ii) such obligation cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it, provided that changing the jurisdiction of the Company or such successor Person to Company is not a reasonable measure for purposes of this Section 4.07(a). (b) Prior to the giving of any notice of redemption of the Securities pursuant to Section 4.07(a), the Company or any such successor Person to the Company shall deliver to the Trustee (i) a notice of such redemption election, (ii) an opinion of External an Independent Legal Counsel or an opinion of an Independent Tax Consultant to the effect that the Company or any such successor Person to the Company is, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from the Company or any such successor Person to the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it. The Trustee shall be entitled to rely conclusively upon such Officers’ Certificate and opinion as sufficient evidence of the conditions precedent described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant Holders. (c) Any redemption of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company or any such successor Person to the Company would be required to pay Additional Amounts if a payment in respect of such Securities was then due.

Tax Redemption. (a) Each series of Securities debt securities may be redeemed at any time, at the option of the Companyour option, in whole but not in part, upon written notice as described below, at a redemption price equal to 100% of the principal amount thereof, together with plus accrued and unpaid interest, if any, to, but not including, the Redemption Datedate fixed for redemption, if (i) as a result of any change in, or amendment to, the laws or regulations of the a Relevant Jurisdiction (as defined below) (or, in the case of Additional Amounts payable by a successor Person to the Companyus, the applicable Successor JurisdictionJurisdiction (as defined below)), or any change in the official application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date issue date of the applicable series of debt securities (or, in the case of Additional Amounts payable by a successor Person to the Companyus, the date on which such successor Person to the Company us became such pursuant to the applicable provisions of this Indentureindenture) (a “‘‘Tax Change”’’), the Company we or any such successor Person to the Company us is, or would be, obligated to pay Additional Amounts upon the next payment of principal, premium, premium (if any, ) or interest in respect of such Securities debt securities and (ii) such obligation cannot be avoided by the Company us or any such successor Person to the Company us taking reasonable measures available to it, provided that changing the jurisdiction of the Company our or such successor Person to Company Person’s jurisdiction of organization or tax residency is not a reasonable measure for purposes of this Section 4.07(a). (b) section. Prior to the giving of any notice of redemption of the Securities debt securities pursuant to Section 4.07(a)the foregoing, the Company we or any such successor Person to the Company us shall deliver to the Trustee trustee (i) a notice of such redemption election, (ii) an opinion of External Legal Counsel an independent legal counsel or an opinion of an Independent Tax Consultant independent tax consultant to the effect that the Company we or any such successor Person to the Company us is, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate officer’s certificate from the Company us or any such successor Person to the Companyus, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company us or any such successor Person to the Company us taking reasonable measures available to it. The Trustee shall be entitled to rely conclusively upon Notice of such Officers’ Certificate and opinion as sufficient evidence of the conditions precedent described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant Holders. (c) Any a redemption of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided that no such notice of redemption debt securities shall be given earlier to the holders of the debt securities not less than 90 30 days nor more than 60 days prior to the earliest date fixed for redemption. Notice having been given, the debt securities of that series shall become due and payable on which the Company date fixed for redemption and will be paid at the redemption price, together with accrued and unpaid interest, if any, to, but not including, the date fixed for redemption, at the place or any such successor Person to places of payment and in the Company would be required to pay Additional Amounts manner specified in that series of debt securities or the indenture. From and after the redemption date, if a payment in respect moneys for the redemption of such Securities was then duedebt securities shall have been made available as provided in the indenture for redemption on the redemption date, the debt securities of such series shall cease to bear interest, and the only right of the holders of such debt securities shall be to receive payment of the redemption price and accrued and unpaid interest, if any, to, but not including, the date fixed for redemption.

Tax Redemption. (a) Each The Notes of any series of Securities may be redeemed at any time, at the option of the Companyour option, in whole but not in part, upon written notice as described below, at a redemption price equal to 100% of the principal amount thereof, together with plus accrued and unpaid interest, if any, to, but not including, the Redemption Datedate fixed for redemption, if (i) as a result of any change in, or amendment to, the laws or regulations of the a Relevant Jurisdiction (as defined below) (or, in the case of Additional Amounts payable by a successor Person to the Companyus, the applicable Successor JurisdictionJurisdiction (as defined below)), or any change in the official application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date issue date of the applicable Notes (or, in the case of Additional Amounts payable by a successor Person to the Companyus, the date on which such successor Person to the Company us became such pursuant to the applicable provisions of this Indenture) (a “‘‘Tax Change”’’), the Company we or any such successor Person to the Company us is, or would be, obligated to pay Additional Amounts upon the next payment of principal, premium, premium (if any, ) or interest in respect of such Securities the Notes and (ii) such obligation cannot be avoided by the Company us or any such successor Person to the Company us taking reasonable measures available to it, provided that changing the jurisdiction of the Company our or such successor Person to Company Person’s jurisdiction of organization or tax residency is not a reasonable measure for purposes of this Section 4.07(a). (b) section. Prior to the giving of any notice of redemption of the Securities Notes of any series pursuant to Section 4.07(a)the foregoing, the Company we or any such successor Person to the Company us shall deliver to the Trustee (i) a notice of such redemption election, (ii) an opinion of External Legal Counsel an independent legal counsel or an opinion of an Independent Tax Consultant independent tax consultant to the effect that the Company we or any such successor Person to the Company us is, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate officer’s certificate from the Company us or any such successor Person to the Companyus, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company us or any such successor Person to the Company us taking reasonable measures available to it. The Trustee shall be entitled to rely conclusively upon such Officers’ Certificate and opinion as sufficient evidence of the conditions precedent described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant Holders. (c) Any redemption of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company or any such successor Person to the Company would be required to pay Additional Amounts if a payment in respect of such Securities was then due.

Tax Redemption. (a) Each series of Securities may be redeemed at any time, at The Company or a Surviving Person shall make an offer to purchase the option of the Company, in whole but not in part, upon written notice as described belowNotes (a “Tax Redemption Offer”), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interestinterest (including any Additional Tax Amounts), if any, toto the date fixed by the Company or the Surviving Person, but not includingas the case may be, for redemption (the “Tax Redemption Date”) if, if as a result of: (i) as a result of any change in, or amendment to, the laws (or any regulations of the Relevant Jurisdiction or rulings promulgated thereunder) affecting taxation; or (or, in the case of Additional Amounts payable by a successor Person to the Company, the applicable Successor Jurisdiction), or ii) any change in the existing official position or the stating of an official position regarding the application or official interpretation of such laws laws, regulations or regulationsrulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person i) with respect to the Company, the date on which such successor Person to the Company became such pursuant to the applicable provisions of this Indenture) (a “Tax Change”), the Company or any Guarantor, the Issue Date, or (ii) with respect to any Future Guarantor or Surviving Person, the date such successor Future Guarantor or Surviving Person becomes a Future Guarantor or Surviving Person, with respect to any payment due or to become due under the Company Notes, any Guarantee, or this Indenture, the Company, a Surviving Person or a Guarantor, as the case may be, is, or on the next Interest Payment Date would be, obligated required to pay Additional Amounts upon the next payment of principalTax Amounts, premium, if any, or interest in respect of such Securities and (ii) such obligation cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it, provided that changing the jurisdiction of the Company or such successor Person to Company is not a reasonable measure for purposes of this Section 4.07(a). (b) Prior to the giving of any notice of redemption of the Securities pursuant to Section 4.07(a), the Company or any such successor Person to the Company shall deliver to the Trustee (i) a notice of such redemption election, (ii) an opinion of External Legal Counsel or an opinion of an Independent Tax Consultant to the effect that the Company or any such successor Person to the Company is, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from the Company or any such successor Person to the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company or any such successor Person to the Company taking of reasonable measures available to it. The Trustee shall be entitled to rely conclusively upon such Officers’ Certificate and opinion by the Company, a Surviving Person or a Guarantor, as sufficient evidence of the conditions precedent described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant Holders. (c) Any redemption of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Articlecase may be; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company Company, a Surviving Person or any such successor Person to a Guarantor, as the Company case may be, would be required obligated to pay such Additional Tax Amounts if a payment in respect of such Securities was the Notes were then due. (b) Prior to the mailing of any notice of redemption for Notes pursuant to the foregoing, the Company, a Surviving Person or a Guarantor, as the case may be, will deliver to the Trustee: (i) an Officers’ Certificate stating that such change or amendment referred to in the prior paragraph has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Company, a Surviving Person or a Guarantor, as the case may be, taking reasonable measures available to it; and (ii) an Opinion of Counsel or a written opinion of a tax consultant who is acceptable to the Trustee, either of recognized standing, in form and substance satisfactory to the Trustee, stating that the requirement to pay such Additional Tax Amounts results from such change or amendment referred to in the prior paragraph. The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders. Any Notes that are redeemed will be cancelled.

Tax Redemption. (a) Each series of Securities may be redeemed at any time, at The Company shall have the option to redeem the Securities of the Companyany series, in whole but not in part, upon written notice as described below, at a redemption price equal to 100% of the principal amount thereofthereof plus accrued but unpaid interest to the date of redemption, together if, with accrued and unpaid interestrespect to such series: (a) the Company determines that, if any, to, but not including, the Redemption Date, if as a result of: (i) as a result of any change in, or amendment to, or announced proposed change in the laws or any regulations or rulings promulgated thereunder of the Relevant Jurisdiction United Kingdom (or of any political subdivision or taxing authority thereof) or, in the case event of Additional Amounts payable the assumption of the obligations of the Company hereunder and under the Securities by a successor Person to not organized under the Companylaws of the United States or the United Kingdom (or in each case, any political subdivision or taxing authority thereof) in accordance with Section 11.01, the applicable Successor Jurisdictionjurisdiction in which such successor Person is organized (or deemed resident for tax purposes); or (ii) any change in the application or official interpretation of such laws, regulations or rulings, or any change in the official application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which any such laws or regulationsjurisdiction is a party, which change change, execution or amendment becomes effective on or after (i) the Issue Date issue date of the Securities, (ii) in the event of the assumption of the obligations of the Company hereunder and under the Securities by a successor Person not organized under the laws of the United States or the United Kingdom (or, in the case of Additional Amounts payable each case, any political subdivision or taxing authority thereof), with respect to taxes imposed by a successor Person to the Companysuch other jurisdiction, in accordance with Section 11.01, the date on which of the transaction resulting in such successor Person to assumption or (iii) such other date specified in the Company became Securities of such pursuant to the applicable provisions of this Indenture) (a “Tax Change”)series, the Company or any such successor Person to the Company is, or it would be, obligated be required to pay Additional Amounts upon with respect to such series of Securities on the next succeeding Interest Payment Date and the payment of principal, premium, if any, or interest in respect of such Securities and (ii) such obligation Additional Amounts cannot be avoided by the Company or any such successor Person to the Company taking use of reasonable measures available to it, provided that changing the jurisdiction of the Company or such successor Person to Company is not a reasonable measure for purposes of this Section 4.07(a).Person; or (b) Prior to the giving Company determines, based upon an opinion of independent counsel of recognized standing that, as a result of any notice action taken by any legislative body of, taxing authority of, or any action brought in a court of redemption competent jurisdiction in, the United Kingdom (or any political subdivision or taxing authority thereof) or, in the event of the assumption of the obligations of the Company hereunder and under the Securities pursuant to by a successor Person not organized under the laws of the United States or the United Kingdom (or in each case, any political subdivision or taxing authority thereof) in accordance with Section 4.07(a)11.01, the Company or any jurisdiction in which such successor Person to the Company shall deliver to the Trustee is organized (or deemed resident for tax purposes), which action is taken or brought on or after (i) a notice the issue date of such redemption electionthe Securities, (ii) an opinion in the event of External Legal Counsel or an opinion the assumption of an Independent Tax Consultant to the effect that obligations of the Company or any such hereunder and under the Securities by a successor Person not organized under the laws of the United States or the United Kingdom (or, in each case, any political subdivision or taxing authority thereof) in accordance with Section 11.01, with respect to taxes imposed by such other jurisdiction, the Company is, date of the transaction resulting in such assumption or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from such other date specified in the Company or any Securities of such successor Person to series, that there is a substantial probability that the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it. The Trustee shall be entitled to rely conclusively upon such Officers’ Certificate and opinion as sufficient evidence of the conditions precedent circumstances described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant Holderssubsection (a) above would exist. (c) Any redemption Notwithstanding any other provision of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided that Indenture, no such notice of redemption shall pursuant to clause (a) or (b) of this Section 3.02 may be given earlier than 90 ninety (90) days prior to the earliest date on which the Company or any such successor Person to the Company would be required obligated to pay Additional Amounts if a as contemplated by clause (a) or (b), as the case may be. (d) The Company will also pay to each Holder, or make available for payment in respect to each such Holder, on the redemption date any Additional Amounts resulting from the payment of such Securities was then dueredemption price. (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 or cause a redemption and setting forth a statement of facts showing that the conditions precedent of the right so to redeem or cause such redemption have occurred and, if the redemption is pursuant to clause (b) above, the opinion of independent counsel referred to in such clause (b), which shall be in a form satisfactory to the Trustee. Once the Company delivers such an Officer’s Certificate to the Trustee, any notice of redemption that has been given shall be irrevocable.

Tax Redemption. (a) Each series of Securities may The Notes will be redeemed at any timesubject to redemption in whole, but not in part, at the option of the CompanyCorporation, in whole but with the prior approval of the Superintendent, at any time, on not in part, upon less than 30 nor more than 60 days' prior written notice as described belownotice, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, interest thereon to, but not includingexcluding, the Redemption Dateredemption date, if (i) in the event that, as a result of any an amendment to or change in, or amendment to, in the laws (including any regulations promulgated thereunder) of Canada (or regulations of the Relevant Jurisdiction (orany province, in the case of Additional Amounts payable by a successor Person to the Company, the applicable Successor Jurisdictionterritory or political subdivision thereof), or any amendment to or change in any official position regarding the official application or official interpretation of such laws or regulations, or judicial decision interpreting such laws or regulations, which amendment, change or amendment judicial decision is announced or becomes effective on or after the Issue Date date such Notes are offered and sold, (ori) the Corporation has become or would become obligated to pay, in on the case of Additional Amounts payable by a successor Person to the Company, the next date on which any amount would be payable with respect to any such successor Person to the Company became such pursuant to the applicable provisions of this Indenture) Notes, any Additional Amounts (a “Tax Change”as defined below), or (ii) payments of interest on the Company Notes would be treated as dividends within the meaning of the Tax Act or any such successor Person to the Company is, or would be, obligated to pay Additional Amounts upon the next payment of principal, premium, if any, or interest other act in respect of such Securities or relating to Canadian taxation or would otherwise be considered as payments of a type that are non-deductible for Canadian income tax purposes, and (ii) such obligation the Corporation cannot be avoided avoid the foregoing in connection with the Notes by taking measures reasonably available to it (each, a "Tax Event"). In respect of the Company or any such successor Person to the Company taking foregoing, for avoidance of doubt, reasonable measures available to it, provided that changing do not include a change in the jurisdiction terms of the Company Notes or such successor Person a substitution of the debtor. No redemption shall be made pursuant to Company is not this paragraph unless: (a) the Corporation shall have received an opinion of counsel that a reasonable measure for purposes of this Section 4.07(a).Tax Event has occurred; (b) Prior to the giving of any notice of redemption of the Securities pursuant to Section 4.07(a), the Company or any such successor Person to the Company Corporation shall deliver have delivered to the Trustee (i) a notice an officer's certificate stating that the Corporation is entitled to redeem such Notes pursuant to the terms of such redemption election, (ii) an opinion of External Legal Counsel or an opinion of an Independent Tax Consultant to the effect that the Company or any such successor Person to the Company is, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from the Company or any such successor Person to the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it. The Trustee shall be entitled to rely conclusively upon such Officers’ Certificate and opinion as sufficient evidence of the conditions precedent described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant Holders.Notes; and (c) Any redemption of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided that no at the time such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company or any is given, such successor Person to the Company would be required to pay Additional Amounts if a payment in respect of such Securities was then dueTax Event is continuing.

Tax Redemption. (a) Each series of The Debt Securities may be redeemed at any timeredeemed, at the option of the CompanyIssuer, in whole as a whole, but not in part, upon written notice as described below, at a redemption price equal to 100% 100 percent of the principal amount thereofthereof (and premium, if any, thereon), together with accrued and but unpaid interest, if any, to, but not including, thereon to the Redemption DateDate if, if (i) as a result of any change in, or amendment to, the laws laws, regulations or regulations rulings of the a Relevant Jurisdiction (or, in the case of Additional Amounts payable by a successor Person to the Company, the applicable Successor Taxing Jurisdiction), or any change in the official position regarding application or official interpretation of such laws laws, regulations or regulationsrulings (including a holding by a court of competent jurisdiction), which change change, amendment, application or amendment interpretation becomes effective on or after the Issue Date (orDate, in the Issuer or either Guarantor, as the case of Additional Amounts payable by a successor Person to the Company, the date on which such successor Person to the Company became such pursuant to the applicable provisions of this Indenture) (a “Tax Change”), the Company or any such successor Person to the Company is, or would may be, obligated to pay Additional Amounts upon would, on the occasion of the next payment of principal, premium, if any, principal or interest in respect of the Debt Securities, be obligated, in making such Securities payment itself, to pay additional amounts pursuant to Section 1008 and (ii) such obligation cannot be avoided by the Company Issuer or any such successor Person to either Guarantor, individually or together, as the Company case may be, taking reasonable measures available to it, provided that changing the jurisdiction of the Company or such successor Person to Company is not a reasonable measure for purposes of this Section 4.07(a)them. (b) Prior The Debt Securities may also be redeemed, at the option of the Issuer, as a whole upon notice as described below, at the Special Redemption Price (as defined below), if, as a result of any change in, or amendment to, the Code or any regulation or ruling thereunder or in the official interpretation thereof, which change or amendment is enacted or adopted and becomes effective on or after the Issue Date, the deductibility of interest payments on the Debt Securities or the timing thereof would be affected in any manner which is then adverse to the giving of any notice of redemption of the Securities pursuant to Section 4.07(a), the Company or any Issuer and such successor Person to the Company shall deliver to the Trustee (i) a notice of such redemption election, (ii) an opinion of External Legal Counsel or an opinion of an Independent Tax Consultant to the effect that the Company or any such successor Person to the Company is, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from the Company or any such successor Person to the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company Issuer or any such successor Person to the Company either Guarantor, individually or together, taking reasonable measures available to itthem. The Trustee “Special Redemption Price” will equal the principal amount of the Debt Security to be redeemed, plus accrued but unpaid interest thereon to the Redemption Date, plus the Redemption Premium. The “Redemption Premium” at any time with respect to any Debt Security means the amount (but not less than zero) obtained by subtracting (x) the aggregate amount of the principal being redeemed on such Redemption Date with respect to such Debt Security, from (y) the sum of the Present Values on the Redemption Date of (a) the aggregate amount of principal being so redeemed (assuming such principal were paid at Stated Maturity) and (b) each amount of interest which would have been payable on the amount of such principal being redeemed (assuming such principal were paid at Stated Maturity and interest payments pursuant to the terms of the Debt Securities were paid when due). “Present Value”, for any amount of principal or interest, shall be entitled computed on a semiannual basis at a discount rate equal to rely conclusively upon such Officers’ Certificate and opinion as sufficient evidence of the conditions precedent described in Section 4.07(aTreasury Yield. The “Treasury Yield” shall be determined by reference to the most recent Federal Reserve Statistical Release H.15 (519), in Selected Interest Rates, or any successor publication (“H.15 (519)”) which event it shall be conclusive and binding on the relevant Holders. (c) Any redemption of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided that no such notice of redemption shall be given earlier than 90 days has become available prior to the earliest Redemption Date (or, if H.15 (519) is no longer published, any publicly available source of similar market data), and shall be the most recent yield on actively traded U.S. Treasury securities adjusted to a constant maturity equal to, in the case of principal, the time (the “time to maturity”) between the Redemption Date and the date such principal payment would otherwise have become due, and in the case of interest which would have been payable on which the Company amount of such principal being redeemed, the then remaining weighted average life to maturity of such interest payments. If the time to maturity or any the weighted average life to maturity of such successor Person interest payments (so computed), as the case may be, is not equal to the Company would constant maturity of a U.S. Treasury security for which a yield is given, the Treasury Yield shall be required obtained by a linear interpolation (calculated to pay Additional Amounts the nearest one-twelfth of a year) from the yields of U.S. Treasury securities for which such yields are given, except that if the weighted average life to maturity (so computed) is less than one year, the yield on actively traded U.S. Treasury securities adjusted to a payment in respect constant maturity of such Securities was then dueone year shall be used.

Tax Redemption. (a) Each series of Securities The Company or a Surviving Person may be redeemed at any timeelect to offer to redeem the Notes, at the option of the Company, in as a whole but not in part, upon giving not less than 30 days’ nor more than 60 days’ notice to the Holders and upon reasonable written notice as described belowin advance of such notice to Holders to the Trustee (which notice shall be irrevocable) (a “Tax Redemption Offer”), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interestinterest (including any Additional Tax Amounts), if any, toto the date fixed by the Company or the Surviving Person, but not includingas the case may be, for redemption (the “Tax Redemption Date”) if, if as a result of: (i) as a result of any change in, or amendment to, the laws (or any regulations of the Relevant Jurisdiction or rulings promulgated thereunder) affecting taxation; or (or, in the case of Additional Amounts payable by a successor Person to the Company, the applicable Successor Jurisdiction), or ii) any change in the existing official position or the stating of an official position regarding the application or official interpretation of such laws laws, regulations or regulationsrulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person i) with respect to the Company, the date on which such successor Person to the Company became such pursuant to the applicable provisions of this Indenture) (a “Tax Change”), the Company or any Guarantor, the Issue Date, or (ii) with respect to any Future Guarantor or Surviving Person, the date such successor Future Guarantor or Surviving Person becomes a Future Guarantor or Surviving Person, with respect to any payment due or to become due under the Company Notes, any Guarantee, or this Indenture, the Company, a Surviving Person or a Guarantor, as the case may be, is, or on the next Interest Payment Date would be, obligated required to pay material Additional Amounts upon the next payment of principalTax Amounts, premium, if any, or interest in respect of such Securities and (ii) such obligation cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it, provided that changing the jurisdiction of the Company or such successor Person to Company is not a reasonable measure for purposes of this Section 4.07(a). (b) Prior to the giving of any notice of redemption of the Securities pursuant to Section 4.07(a), the Company or any such successor Person to the Company shall deliver to the Trustee (i) a notice of such redemption election, (ii) an opinion of External Legal Counsel or an opinion of an Independent Tax Consultant to the effect that the Company or any such successor Person to the Company is, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from the Company or any such successor Person to the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company or any such successor Person to the Company taking of reasonable measures available to it. The Trustee shall be entitled to rely conclusively upon such Officers’ Certificate and opinion by the Company, a Surviving Person or a Guarantor, as sufficient evidence of the conditions precedent described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant Holders. (c) Any redemption of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Articlecase may be; provided that no such notice of redemption Tax Redemption Offer shall be given earlier than 90 days prior to the earliest date on which the Company Company, a Surviving Person or any such successor Person to a Guarantor, as the Company case may be, would be required obligated to pay such Additional Tax Amounts if a payment in respect of such Securities was the Notes were then due; and provided that the Company shall not redeem Notes held by Holders which elect to reject the Tax Redemption Offer for their Notes, including rejection by failure to timely tender a reply in response to the Tax Redemption Offer. A Holder that rejects a Tax Redemption Offer (including rejection by failure to timely tender a reply in response to the Tax Redemption Offer) shall be deemed to waive any right to receive Additional Tax Amounts relating to periods after the Tax Redemption Date. (b) Prior to the mailing of any notice of redemption for Notes pursuant to the foregoing, the Company, a Surviving Person or a Guarantor, as the case may be, will deliver to the Trustee: (i) an Officers’ Certificate stating that such change or amendment referred to in the prior paragraph has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Company, a Surviving Person or a Guarantor, as the case may be, taking reasonable measures available to it; and (ii) an Opinion of Counsel or a written opinion of a tax consultant of recognized standing stating that the requirement to pay such Additional Tax Amounts results from such change or amendment referred to in the prior paragraph. The Trustee shall accept and be entitled to conclusively rely on such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders. Any Notes that are redeemed will be cancelled.

Tax Redemption. (a) Each series of Securities The Company may be redeemed at any timeredeem (such redemption pursuant to this Section 16.01, at a “Tax Redemption”) the option of the CompanyNotes, in whole but not in part, at its option upon giving not less than 15 calendar days’ nor more than 55 calendar days’ written notice as described belowbefore the date for redemption (the “Tax Redemption Date”) to the Trustee, the Paying Agent (if other than the Trustee), the Conversion Agent (if other than the Trustee) and each Holder of Notes, at a redemption price equal to 100% the Tax Redemption Price if on the next date on which any amount would be payable in respect of the principal amount thereof, together with accrued and unpaid interest, if any, to, but not includingNotes, the Redemption Date, if Company would be required to pay Additional Amounts as a result of: (i) as a result of any amendment to, or change in, or amendment to, the laws or any regulations or rulings promulgated thereunder of the a Relevant Tax Jurisdiction (or, in the case of Additional Amounts payable by a successor Person to the Company, the applicable Successor Jurisdiction), or any change in the official application or official interpretation of such laws or regulations, which change or amendment that is enacted and becomes effective on or after the Issue Date date of the Offering Memorandum (or, in if the case applicable Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction on a date after the date of Additional Amounts payable the Offering Memorandum, such later date); or (ii) any amendment to, or change in, an official interpretation or application regarding such laws, regulations or rulings, including by virtue of a holding, judgment or order by a successor Person to the Company, court of competent jurisdiction that becomes effective on or after the date on which such successor Person to of the Company became such pursuant to Offering Memorandum (or, if the applicable provisions Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction on a date after the date of this Indenturethe Offering Memorandum, such later date), (iii) (each, a “Tax Changechange in tax law”), provided that the Company or any such successor Person to may only redeem the Notes if: (A) The Company is, or would be, obligated to pay Additional Amounts upon the next payment of principal, premium, if any, or interest in respect of such Securities and (ii) such obligation cannot be avoided avoid these obligations by the Company or any such successor Person to the Company taking commercially reasonable measures available to itthe Company; and (B) The Company delivers to the Trustee an Opinion of Counsel or tax advisor, provided that changing the jurisdiction in each case, of recognized standing with respect to Taxes of the applicable Relevant Tax Jurisdiction to the effect that a change in tax law occurred and an Officer’s Certificate confirming that the Company or such successor Person to Company is cannot a avoid paying Additional Amounts by taking commercially reasonable measure for purposes of this Section 4.07(a)measures. (b) Prior to the giving of any notice of redemption of the Securities pursuant to Section 4.07(a), the Company or any such successor Person to the Company shall deliver to the Trustee (i) The Tax Redemption Date must be a notice of such redemption election, (ii) an opinion of External Legal Counsel or an opinion of an Independent Tax Consultant to the effect that the Company or any such successor Person to the Company is, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from the Company or any such successor Person to the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it. The Trustee shall be entitled to rely conclusively upon such Officers’ Certificate and opinion as sufficient evidence of the conditions precedent described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant HoldersBusiness Day. (c) Any redemption of Securities pursuant to Section 4.07 The Company shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of not give any series) in accordance with this Article; provided that no such notice of redemption shall be given such Tax Redemption (“Notice of Tax Redemption”) earlier than 90 days prior to the earliest date on which the Company or any such successor Person to the Company would be required obligated to pay Additional Amounts, and, at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. The Notice of Tax Redemption, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Notice of Tax Redemption or any defect in the Notice of Tax Redemption to the Holder of any Note designated for redemption as a payment whole or in respect part shall not affect the validity of such Securities was then duethe proceedings for the redemption of any other Note.