Common use of Optional Redemption Due to Changes in Tax Treatment Clause in Contracts

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that:

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified If (i) as contemplated by Section 301 with respect to any series of Securities, if, as the a result of (a) any change in in, or any amendment to to, the laws, laws or regulations or published tax rulings of any Relevant Jurisdiction, Spain or of any political subdivision or taxing authority thereof or therein, affecting taxation, any authority or (b) any change agency therein or thereof having power to tax or in the official administration, application interpretation or interpretation by a relevant court or tribunal, government or government authority administration of any Relevant Jurisdiction of such laws, laws or regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later date of issue of the first issued Senior Non Preferred Debt Securities of such series, the Company shall determine that (xa) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors Company would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture 10.04 or (b) the terms of any Guarantee Company would not be entitled to claim a deduction in computing tax liabilities in Spain in respect of any interest to be paid on the next succeeding Interest Payment Date interest payment date on such series of Senior Non Preferred Debt Securities or the value of such deduction to the Company would be materially reduced or (assuming, in c) the case applicable tax treatment of the Guarantors, a payment in respect Senior Non Preferred Debt Securities of such interest series changes in a material way that was required to be made not reasonably foreseeable at the issue date and (ii) such circumstances are evidenced by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment delivery by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available Company to the Issuer or to Trustee of a copy of the applicable GuarantorSupervisory Permission for the redemption, if and as the case may berequired, the Issuer Company may, at its option, redeem all (but not option and having given no less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 15 nor more than 60 30 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% the Holders of the outstanding principal amount Senior Non Preferred Debt Securities of such series in accordance with Section 11.04 (which notice shall be irrevocable) and a concurrent copy thereof plus accrued and unpaid interest due thereon up toto the Trustee, redeem in whole, but not includingin part, the Outstanding Senior Non Preferred Debt Securities of such series (in accordance with the requirements of Applicable Banking Regulations in force at the relevant time) at their early tax redemption amount (the “Early Redemption Amount (Tax)”) (which shall be their principal amount), together with any accrued interest thereon to (but excluding) the date fixed for redemption; provided, however, that:that (i) in the case of (i)(a) above, no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Senior Non Preferred Debt Securities of such series then due and (ii) redemption due to changes in tax treatment pursuant to this Section 11.08 may only take place in accordance with Applicable Banking Regulations in force at the relevant time and subject to the Company obtaining Supervisory Permission therefor, if and as required.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise Each series of Securities may be redeemed at the option of the Company (or their successors) in whole but not in part at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified as contemplated by Section 301 with respect to any the terms of such series of Securities, if, ) if (i) the Company is or would be required to pay Additional Amounts as the a result of (a) any change in or any amendment to the laws, laws or any regulations or published tax rulings promulgated thereunder of any Relevant Jurisdictionthe United States (or in the case of a successor Person to the Company, of the jurisdiction in which such successor Person is organized or of any political subdivision or taxing authority thereof or therein, affecting taxation, ) or (bii) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally rulings, or any change in relation the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which the Securities United States (or the Guaranteessuch other jurisdiction or political subdivision or taxing authority) is a party, which change change, execution or amendment is proposed and becomes effective on or after the later of (x) the original issue date of issuance of such Securities series pursuant to Section 301(23) (or Guarantees or (y) in the date on which case of a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available successor Person to the public prior to such original issue date or Company, the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is latersuccessor Person became such). Prior to the giving of notice of redemption of such Securities pursuant to this Indenture, the Issuer or Company will deliver to the Guarantors would be required Trustee an Officers’ Certificate, stating that the Company is entitled to pay any Additional Amounts effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of the Company to redeem such Securities pursuant to this Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that:have been satisfied.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with With respect to any each series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings laws of any Relevant Jurisdictionthe United Kingdom, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, an application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings laws either generally or in relation to the Securities or the Guaranteesany particular series of Securities, which change or amendment is proposed and to such laws becomes effective on or after the later of (x) the original issue date of specified for such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwiseseries pursuant to Section 301(7) or which change in official administration, application or interpretation shall not have been available is notified to the public prior to such original issue date Company or the date Guarantor on which or after such jurisdiction becomes a Relevant Jurisdiction (whichever date, it is later), determined by the Issuer Company or the Guarantors Guarantor that the Company or the Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 make payments of this Indenture or the terms of any Guarantee additional amounts (i) in respect of interest on the next succeeding Interest Payment Date (assuming, in pursuant to the case terms of the GuarantorsSecurities or the Guarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such interest was were required to be made by the Guarantors under the Guarantees thereof pursuant thereto on such Interest Payment Date and Date, or (ii) in respect of the Guarantors would be unable, for reasons outside their control, to procure payment by principal of any series of Original Issue Discount Securities at the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use date of commercially reasonable measures available such determination pursuant to the Issuer terms of the Securities or to the applicable GuarantorGuarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such principal were required to be made pursuant thereto on such date, in either case the case may be, Company or the Issuer Guarantor may, at its option, redeem all (but not less than all) such series of the Securities in respect of which such Additional Amounts would be so payable whole at any timetime (except in the case of a series of Securities that has a variable rate of interest, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to 100% 100 percent of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; providedredemption (except in the case of any series of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of such series). Prior to any redemption of such a series of Securities pursuant to this Section, however, that:the Company or the Guarantor shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Company or the Guarantor to redeem such series of Securities pursuant to this Section have occurred. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date. ARTICLE TWELVE

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise (a) Each series of Securities contained in one or more particular issues may be redeemed at the option of the Company or the Guarantor, in whole but not in part, upon not less than 15 days nor more than 60 days notice to each Holder and the Trustee at a Redemption Price equal to the principal amount thereof (except in the case of Original Issue Discount Securities which may be redeemed at the Redemption Price specified as contemplated by Section 301 with respect to any the terms of such series of Securities, if, ) if as the a result of (a) any change in or any amendment to the laws, laws or any regulations or published tax rulings promulgated thereunder of any Relevant Jurisdiction, jurisdiction (or of any political subdivision or taxing authority thereof or therein, affecting taxation, ) or (b) any change in the official administration, application or official interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally rulings, or any change in relation the official application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to the Securities which such jurisdiction or the Guaranteessuch political subdivision or taxing authority (or such other jurisdiction or political subdivision or taxing authority) is a party, which change change, execution or amendment is proposed and becomes effective on or after the later of (x) date specified for such series pursuant to the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets terms of the Issuer Security or any Section 2.01(10) (or in the case of a successor Person to the Company or the Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later)successor Person became such pursuant to Sections 5.01 and 5.02 or in the case of an assumption by the Guarantor or its Subsidiary of obligations of the Company under the Securities pursuant to Section 5.03, the Issuer date of such assumption) (1) the Guarantor (or the Guarantors such successor Person) is or would be required to pay any Additional Amounts pursuant with respect to Section 1007 of this Indenture the Securities or the terms of any Guarantee in respect of interest Guarantees on the next succeeding Interest Payment Date as described in Section 4.06 or (assuming2) the Guarantor or any Subsidiary of the Guarantor is or would be required to deduct or withhold tax on any payment to the Company to enable the Company to make any payment of principal, premium, if any, or interest and, in each case, the payment of such Additional Amounts in the case of (1) above or such deductions or withholding in the Guarantors, a payment in respect case of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts (2) above cannot be avoided by the use of commercially any reasonable measures available to the Issuer Company, the Guarantor or to the applicable Guarantor, Subsidiary as the case may be. Prior to the giving of notice of redemption of such Securities pursuant to this Indenture, the Issuer mayCompany or the Guarantor will deliver to the Trustee an Officers’ Certificate, at its option, redeem all (but not less than all) stating that the Company or the Guarantor is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of the Company or the Guarantor to redeem such Securities in respect pursuant to this Section have been satisfied, and an Opinion of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that:Counsel.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by established in accordance with Section 301 with respect to any 2.03, a series of SecuritiesSecurities may, subject to the prior confirmation of the FSA (if and to the extent required under the then-applicable Japanese banking laws or regulations), be redeemed at the option of the Company, in whole but not in part, at any time, upon notice thereof given by the Company in accordance with Section 11.03, at a redemption price equal to 100% of the principal amount of the Securities then outstanding (together with accrued and unpaid interest to (but excluding) the date fixed for redemption and Additional Amounts, if any), if, as the a result of (a) any change in in, or amendment to, the laws (or any amendment to the laws, regulations or published tax rulings promulgated thereunder) of any Relevant Jurisdiction, Japan (or of any political subdivision sub-division or taxing authority thereof in or therein, of Japan) affecting taxation, or (b) any change in the official administration, position regarding the application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally (including a holding, judgment, or in relation to the Securities or the Guaranteesorder by a court of competent jurisdiction), which change change, amendment, application or amendment is proposed and interpretation becomes effective on or after the later of (x) the original issue date of such Securities the final offering document for the relevant series of Securities, the Company is, or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administrationnext interest payment date would be, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case holders of the GuarantorsSecurities which obligation cannot be avoided by measures reasonably available to the Company; provided that, no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to make such payment of Additional Amounts if a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available Securities were then due. Prior to the Issuer or mailing to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) holders of Securities of any notice of redemption of the Securities in respect pursuant to this Section 11.02 and Section 11.03, the Company shall certify to the Trustee that the requirements have been met and deliver therewith to the Trustee an opinion of which an independent tax counsel or tax consultant of recognized standing, such Additional Amounts would opinion to be so payable at any time, upon not less than 30 nor more than 60 days’ written notice reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such certificate and opinion as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% sufficient evidence of the outstanding principal amount thereof plus accrued satisfaction of the conditions precedent described above, in which event it shall be conclusive and unpaid interest due thereon up to, but not including, binding on the date fixed for redemption; provided, however, that:Securityholders.

Optional Redemption Due to Changes in Tax Treatment. (a) Unless otherwise specified as contemplated by Section 301 with respect to provided in the Securities of any series of Securitiesseries, if, if as the result of (a) any change in or any amendment to the laws, laws or any regulations or published tax rulings thereunder of any Relevant Jurisdiction, the United Kingdom or of any political subdivision or taxing authority thereof or therein, therein affecting taxation, or (b) any change in the official administration, an application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally rulings, or any change in relation an application or interpretation of, or any execution of an amendment to, any treaty or treaties affecting taxation to which the Securities United Kingdom or the Guaranteesany political subdivision or taxing authority thereof or therein is a party, which change change, amendment, application, interpretation or amendment is proposed and execution becomes effective on or after the later of date specified for such series pursuant to Section 2.07, it is determined by the Issuer that (xi) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee make additional payments in respect of interest principal, interest, if any, or sinking fund payments on the next succeeding Interest Payment Date date for the payment thereof or (assumingii) based upon an opinion of independent counsel to the Issuer, as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, the United Kingdom or any political subdivision thereof (whether or not such action was taken or brought with respect to the Issuer), which action is taken or brought on or after the date specified for such series pursuant to Section 2.07, the circumstances described in clause (i) would exist, and the payment of such additional amounts in the case of (i) above or the Guarantors, a payment in respect imposition of such interest was required to be made by tax in the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts case of (i) above cannot be avoided by the use of commercially any reasonable measures available to the Issuer or to the applicable Guarantor, as the case may beIssuer, the Issuer may, at its option, redeem all such series of Securities in whole at any time (but not less than allexcept in the case of a series having a variable rate of interest, which may be redeemed on any interest payment date) at a redemption price equal to 100 per cent of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued interest and unpaid interest any additional amounts due thereon up to, but not including, on the date fixed for redemption; providedredemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the redemption price specified by the terms of each series of such Securities). Prior to any redemption of such a series of Securities pursuant to this Section 11.06(a), however, that:the Issuer shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section 11.06(a) have occurred. Such Opinion of Counsel shall be based on the laws in effect on the date of such opinion or to become effective on or before the next succeeding date for payment of principal or interest.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise Each series of Securities contained in one or more particular issues may be redeemed at the option of the Issuer or the Guarantor, in whole but not in part, at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified as contemplated by Section 301 with respect to any the terms of such series of Securities, ) if, as the result of (a) as a result of any change in or any amendment to the laws, laws or any regulations or published tax rulings promulgated thereunder of any Relevant Jurisdiction, the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Issuer or the Guarantor is incorporated (or, affecting taxationin the case of a successor Person to the Issuer or the Guarantor, of the jurisdiction in which such successor Person is organized or (bany political subdivision or taxing authority thereof or therein) or any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction or such political subdivision or taxing authority (or such other jurisdiction or political subdivision or taxing authority) is a party, which change, execution or amendment becomes effective on or after the date specified for such series pursuant to the terms of the Security or Section 301(8) (or in relation the case of a successor Person to the Issuer or the Guarantor, the date on which such successor Person became such pursuant to Sections 801 and 802 or in the case of an assumption by the Guarantor or its Subsidiary of obligations of the Issuer under the Securities pursuant to Section 803, the date of such assumption) or (b) as a result of any delivery or of any requirement to deliver definitive Registered Securities (having used all reasonable efforts to avoid having to issue such definitive Registered Securities), (i) the Issuer or Guarantor (or such successor Person) is or would be required to pay additional amounts with respect to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after as the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidationcase may be, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date as described in Section 208 or Section 1004 or (assumingii) the Guarantor or any Subsidiary of the Guarantor is or would be required to deduct or withhold tax on any payment to the Issuer to enable the Issuer to make any payment of principal, premium, if any, or interest and, in each case, the payment of such additional amounts in the case of (i) above or such deductions or withholding in the Guarantors, a payment in respect case of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts (ii) above cannot be avoided by the use of commercially any reasonable measures available to the Issuer Issuer, the Guarantor or the Subsidiary. Prior to the applicable Guarantor, as the case may begiving of notice of redemption of such Securities pursuant to this Indenture, the Issuer mayor the Guarantor will deliver to the Trustee an Officers' Certificate, stating that the Issuer or the Guarantor is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of the Issuer or the Guarantor to redeem such Securities pursuant to this Section have been satisfied. Further, if, pursuant to Section 801(3)(a) of this Indenture, a Person into which the Issuer or the Guarantor is merged or to whom the Issuer or the Guarantor has conveyed, transferred or leased its properties or assets has been or would be required to pay any additional amounts as therein provided, each series of Securities may be redeemed at the option of such Person in whole, but not in part, at its optionany time (except in the case of Securities that have a variable rate of interest, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would may be so payable at redeemed on any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104Interest Payment Date), at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; providedredemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of such series of Securities). Prior to the giving of notice of redemption of such Securities pursuant to this Indenture, howeversuch Person shall deliver to the Trustee an Officers' Certificate, that:stating that such Person is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of such Person to redeem such Securities pursuant to this Section have been satisfied.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, the Applicable Taxing Jurisdiction affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the any particular Securities or the GuaranteesGuarantee thereof, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) Securities, it is determined by the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of Issuer and the Guarantors that the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwisea Guarantor (x) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Security or Guarantee thereof in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantorsa Guarantor, a payment in respect of such interest was required to be made by the Guarantors such Guarantor under the Guarantees its Guarantee thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the IssuerDate), and the (y) such obligation to pay Additional Amounts cannot be avoided by the use of commercially Issuer or such Guarantor taking reasonable measures available to it or such Guarantor (including by having payments with respect to Securities or Guarantees made by the Issuer or a Guarantor which would not be required to the applicable Guarantor, as the case may bepay any Additional Amounts), the Issuer may, at its option, redeem all (but not less than all) of the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up (including additional interest and Additional Amounts, if any) to, but not includingexcluding, the date fixed for redemption; provided, however, that:that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or such Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantee thereof, as the case may be, then due and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the mailing of any notice of redemption pursuant to this Section, the Issuer shall deliver to the Trustee (i) an Opinion of Counsel of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Issuer or a Guarantor would be required to pay Additional Amounts on the next payment in respect of such Securities, and (ii) an Officers’ Certificate to the effect that such obligation cannot be avoided by the Issuer or such Guarantor, taking reasonable measures available to it, and the Trustee shall be entitled to accept such opinion and Officers’ Certificate as sufficient evidence of the satisfaction of the condition precedent set out above in which event it shall be conclusive and binding on the Holders of such Securities.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified The Notes may be redeemed at the option of the Issuer, in whole, but not in part, upon not less than 30 days’ notice, at a redemption price equal to 100.0% of the principal amount thereof plus accrued but unpaid interest (if any) to the date fixed for redemption if (i) the Issuer or the Guarantor provides to the Fiscal Agent prior to the giving of such notice an opinion of counsel to the effect that as contemplated by Section 301 with respect to any series of Securities, if, as the a result of (a) any change in in, expiration of or any amendment to the laws, regulations laws of Canada or published tax rulings the Republic of any Relevant Jurisdiction, Korea (“Korea”) (or of any political subdivision or taxing authority thereof or therein, affecting taxation, ) or (b) any regulations or rulings promulgated thereunder or any change in the official administration, interpretation or official application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally rulings, or any change in relation the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to the Securities which Canada or the GuaranteesKorea (or such political subdivision or taxing authority) is a party, which change change, amendment, expiration or amendment is proposed and treaty becomes effective on or after May 7, 2013, the later Issuer or the Guarantor, as applicable, is or would be obligated on the next succeeding due date for a payment with respect to the Notes or the Guarantee to pay Additional Amounts with respect to the Notes or the Guarantee pursuant to Condition 6 below, and (ii) this obligation cannot be avoided by measures reasonably available to the Issuer or the Guarantor, provided that no such notice of (x) redemption shall be given earlier than 90 days before the original issue date of such Securities or Guarantees or (y) the earliest date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or the Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Notes then due. Prior to any Guarantor, change in place redemption of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available Notes pursuant to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is laterthis Condition 4(a), the Issuer or the Guarantors would be required Guarantor shall deliver to pay any Additional Amounts pursuant the Fiscal Agent an officer’s certificate stating that the Issuer is entitled to Section 1007 of this Indenture or effect such redemption in accordance with the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case and conditions of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date Fiscal Agency Agreement and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that:hereof.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes become a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that:

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any The Company or the Guarantor (or their successors) may redeem each series of SecuritiesSecurities at their option in whole but not in part at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any interest payment date), if: (i) the Company or the Guarantor would be required to pay Additional Amounts, as the a result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the tax laws or treaties (including the official administration, application or interpretation by thereof) of a relevant court or tribunalTaxing Jurisdiction or, government or government authority in the case of any Relevant a treaty, to which a Taxing Jurisdiction is a party that, in the case of such laws, regulations or published tax rulings either generally or in relation to the Securities Company or the GuaranteesGuarantor, becomes effective on or after the date of issuance of that series (or, in the case of a successor, that becomes effective after the date such successor becomes such), as explained in Section 1005, or (ii) there is a change in the official application or interpretation of a treaty to which a Taxing Jurisdiction is a party, this change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the a date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets one of the Issuer or any Guarantoraffiliates of the Company borrows money from the Company, and because of the change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors this affiliate would be required to pay deduct or withhold tax on payments to the Company to enable the Company to make any Additional Amounts pursuant payment of principal, premium, if any, or interest. In both of these cases, however, the Company will not be permitted to Section 1007 redeem a series of this Indenture Securities if the Company or the terms Guarantor can avoid either the payment of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assumingAdditional Amounts, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantordeductions or withholding, as the case may be, by using reasonable measures available to it. For the Issuer mayavoidance of doubt, at its option, redeem all (but reasonable measures shall not less than all) include changing the jurisdiction of incorporation of the Securities Company or the Guarantor. Except in respect the case of outstanding original issue discount Securities, which such Additional Amounts would may be so payable redeemed at any timethe redemption price specified by the terms of that series of Securities, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price the redemption price will be equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for of redemption; provided, however, that:.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any A series of SecuritiesSecurities may, ifsubject to prior confirmation of the FSA (if such confirmation is required under the Applicable Banking Regulations), be redeemed at the option of the Company, in whole but not in part, at any time, upon notice thereof given by the Company in accordance with Section 11.05, at a redemption price equal to 100% of the principal amount of the relevant series of Securities on the date fixed for redemption (together with accrued and unpaid interest to (but excluding) the date fixed for redemption and Additional Amounts, if any), if the Company determines prior to giving notice of redemption that, as the a result of (a) any change in in, or amendment to, the laws (or any amendment to the laws, regulations or published tax rulings promulgated thereunder) of any Relevant Jurisdiction, Japan (or of any political subdivision or taxing authority thereof or therein, of Japan) affecting taxation, or (b) any change in the official administration, position regarding the application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally (including a holding, judgment, or in relation to the Securities or the Guaranteesorder by a court of competent jurisdiction), which change change, amendment, application or amendment is proposed and interpretation becomes effective on or after the later date of the final offering document for the relevant series of Securities, (xi) the original issue date of such Securities Company is, or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administrationnext interest payment date would be, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of Japanese Taxes, or (ii) any interest on the next succeeding Interest Payment Date Securities ceases to be treated as being a deductible expense for the purpose of the Company’s corporate tax, and, in each case of (assumingi) or (ii) above, such event cannot be avoided by measures reasonably available to the Company; provided that, in the case of (i) above, no such notice of redemption shall be given earlier than 90 days prior to the Guarantors, earliest date on which the Company would be obligated to make such payment of Additional Amounts if a payment in respect of such interest was required the relevant series of Securities were then due. Prior to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use making any notice of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) redemption of the Securities in respect of which such Additional Amounts would be so payable at any timepursuant to this Section 11.03, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at the Company will deliver to the Trustee a Redemption Price equal to 100% certificate signed by a Responsible Officer of the outstanding principal amount thereof plus accrued Company stating that the conditions precedent to such redemption have been fulfilled and unpaid interest due thereon up toan opinion of an independent tax counsel or tax consultant of recognized standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, but not including, in which event it shall be conclusive and binding on the date fixed for redemption; provided, however, that:relevant Securityholders.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant JurisdictionAustralia, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant any Australian court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the any particular Securities (or the GuaranteesGuarantee thereof), which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) and Guarantee or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date date, the Company or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 5.6 of this Indenture or the terms of any Guarantee Agreement in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the GuarantorsGuarantor, a payment in respect of such interest was required to be made by the Guarantors Guarantor under the Guarantees Guarantee thereof on such Interest Payment Date and Date), on which the Guarantors Guarantor would be unable, for reasons outside their its control, to procure payment by the Issuer)Company, and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable reason- able measures available to the Issuer Company or to the applicable Guarantor, as the case may be, Company or the Issuer Guarantor may, at its optioneither of their options, redeem all (but not less than all) of the Securities of either series in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 8.2 and 11048.4, at a Redemption Price equal to 100% 100 percent of the outstanding principal amount thereof plus all accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; provided, however, that:that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or the Guarantor, as the case may be, would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantee thereof then due, and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to any redemption of any Securities pursuant to this Section, the Company or a Successor Person shall provide the Fiscal Agent with an Opinion of Counsel that the conditions precedent to the right of the Company or a Successor Person to redeem such Securities pursuant to this Section have occurred and a certificate signed by an -96- 103 Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities, cannot be avoided by taking measures that the Company or the Guarantor, as the case may be, believes are reasonable. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, the Applicable Taxing Jurisdiction affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the any particular Securities or the GuaranteesGuarantee thereof, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) Securities, it is determined by the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of Issuer and the Guarantors that the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwisea Guarantor (x) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Security or Guarantee thereof in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantorsa Guarantor, a payment in respect of such interest was were required to be made by the Guarantors such Guarantor under the Guarantees its Guarantee thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the IssuerDate), and the (y) such obligation to pay Additional Amounts cannot be avoided by the use of commercially Issuer or such Guarantor taking reasonable measures available to it or such Guarantor (including by having payments with respect to Securities or Guarantees made by the Issuer or a Guarantor which would not be required to the applicable Guarantor, as the case may bepay any Additional Amounts), the Issuer may, at its option, redeem all (but not less than all) of the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% 100 percent of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not includingexcluding, the date fixed for redemptionredemption and Additional Amounts, if any; provided, however, that:that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or such Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantee thereof, as the case may be, then due and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the mailing of any notice of redemption pursuant to this Section, the Issuer shall deliver to the Trustee (i) an Opinion of Counsel of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Issuer or a Guarantor would be required to pay Additional Amounts on the next payment in respect of such Securities, and (ii) an Officers’ Certificate to the effect that such obligation cannot be avoided by the Issuer or such Guarantor, taking reasonable measures available to it, and the Trustee shall be entitled to accept such opinion and Officers’ Certificate as sufficient evidence of the satisfaction of the condition precedent set out above in which event it shall be conclusive and binding on the Holders of such Securities.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or the applicable taxing authority thereof or therein, jurisdiction affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax 115 rulings either generally or in relation to the any Securities or the Guaranteesissued by a Subsidiary Issuer, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or date, it is determined by the date on which applicable Subsidiary Issuer that such jurisdiction becomes a Relevant Jurisdiction Subsidiary Issuer (whichever is later), the Issuer or the Guarantors x) would be required to pay any Additional Amounts pursuant to Section 1007 10.07 of this Indenture or the terms of any Guarantee Security (1) in respect of interest on the next succeeding Interest Payment Date or (assuming, 2) in the case respect of the Guarantorsprincipal of any Discounted Securities on the date of such determination, assuming that a payment in respect of such interest was principal were required to be made by the Guarantors on such date under the Guarantees thereof on such Interest Payment Date and terms of the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer)Securities, and the (y) such obligation to pay Additional Amounts cannot be avoided by the use of commercially Company or such Subsidiary Issuer taking reasonable measures available to it, in either case (1) or (2) above such Subsidiary Issuer may, at its option, redeem all (but not less than all) the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon notice as provided in Sections 11.02 and 11.04, at a Redemption Price equal to 100% of the principal amount thereof plus accrued interest to the date fixed for redemption (except that any such Securities that are Outstanding Discounted Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, however, that (a) no such notice of -------- ------- redemption may be given earlier than 60 days prior to the earliest date on which the applicable Subsidiary Issuer would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. If (1) the applicable Subsidiary Issuer shall have on any date (the "Succession Date") consolidated with or merged into, or conveyed or transferred or leased its properties and assets substantially as an entirety to, any Successor referred to in Section 8.02 which is organized under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia or the jurisdiction in which such Subsidiary Issuer is organized, (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction of organization, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular Securities, which change or amendment becomes effective on or after the Succession Date or which change in official administration, application or interpretation shall not have been available to the public prior to such Succession Date and is notified to the Subsidiary Issuer of such series of Securities, such Successor would be required to pay any Successor Additional Amounts pursuant to Section 8.02 hereof or the terms of any Securities (i) in respect of interest on any Securities on the next succeeding Interest Payment Date, or (ii) in respect of the principal of any Discounted Securities on the date of such determination (assuming such principal were required to be paid on such date under the terms of the Securities) and (3) such obligation cannot be avoided by the Company or such Successor taking reasonable measures available to it, such Subsidiary Issuer or to the applicable Guarantor, as the case may be, the Issuer such Successor may, at its option, redeem all (but not less than all) of the Securities of any series in respect of which such Successor Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 11.02 and 110411.04, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemptionredemption (except that any such Securities that are Outstanding Discounted Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, however, that:that (1) no such notice of redemption may be -------- ------- given earlier than 60 days prior to the earliest date on which a Successor would be obligated to pay such Successor Additional Amounts were a payment in respect of the Securities then due, and (2) at the time any such redemption notice is given, such obligation to pay such Successor Additional Amounts must remain in effect. Prior to any redemption of any Securities pursuant to this Section, the applicable Subsidiary Issuer or a Successor shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of such Subsidiary Issuer or Successor to redeem such Securities pursuant to this Section have occurred. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or the applicable taxing authority thereof or therein, jurisdiction affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the any Securities or the Guaranteesissued by a Subsidiary Issuer, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or date, it is determined by the date on which applicable Subsidiary Issuer that such jurisdiction becomes a Relevant Jurisdiction Subsidiary Issuer (whichever is later), the Issuer or the Guarantors x) would be required to pay any Additional Amounts pursuant to Section 1007 10.07 of this Indenture or the terms of any Guarantee Security (1) in respect of interest on the next succeeding Interest Payment Date or (assuming, 2) in the case respect of the Guarantorsprincipal of any Discounted Securities on the date of such determination, assuming that a payment in respect of such interest was principal were required to be made by the Guarantors on such date under the Guarantees thereof on such Interest Payment Date and terms of the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer)Securities, and the (y) such obligation to pay Additional Amounts cannot be avoided by the use of commercially Company or such Subsidiary Issuer taking reasonable measures available to it, in either case (1) or (2) above such Subsidiary Issuer may, at its option, redeem all (but not less than all) the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon notice as provided in Sections 11.02 and 11.04, at a Redemption Price equal to 100% of the principal amount thereof plus accrued interest to the date fixed for redemption (except that any such Securities that are Outstanding Discounted Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, -------- however, that (a) no such notice of redemption may be given earlier than 60 days ------- prior to the earliest date on which the applicable Subsidiary Issuer would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. If (1) the applicable 111 Subsidiary Issuer shall have on any date (the "Succession Date") consolidated with or merged into, or conveyed or transferred or leased its properties and assets substantially as an entirety to, any Successor referred to in Section 8.02 which is organized under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia or the jurisdiction in which such Subsidiary Issuer is organized, (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction of organization, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular Securities, which change or amendment becomes effective on or after the Succession Date or which change in official administration, application or interpretation shall not have been available to the public prior to such Succession Date and is notified to the Subsidiary Issuer of such series of Securities, such Successor would be required to pay any Successor Additional Amounts pursuant to Section 8.02 hereof or the terms of any Securities (i) in respect of interest on any Securities on the next succeeding Interest Payment Date, or (ii) in respect of the principal of any Discounted Securities on the date of such determination (assuming such principal were required to be paid on such date under the terms of the Securities) and (3) such obligation cannot be avoided by the Company or such Successor taking reasonable measures available to it, such Subsidiary Issuer or to the applicable Guarantor, as the case may be, the Issuer such Successor may, at its option, redeem all (but not less than all) of the Securities of any series in respect of which such Successor Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 11.02 and 110411.04, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemptionredemption (except that any such Securities that are Outstanding Discounted Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, -------- however, that:that (1) no such notice of redemption may be given earlier than 60 days ------- prior to the earliest date on which a Successor would be obligated to pay such Successor Additional Amounts were a payment in respect of the Securities then due, and (2) at the time any such redemption notice is given, such obligation to pay such Successor Additional Amounts must remain in effect. 112 Prior to any redemption of any Securities pursuant to this Section, the applicable Subsidiary Issuer or a Successor shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of such Subsidiary Issuer or Successor to redeem such Securities pursuant to this Section have occurred. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, as provided in the result of (a) any change in or any amendment to the laws, regulations or published tax rulings Securities of any Relevant Jurisdictionseries, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities of any series may be redeemed in accordance with the terms of this Article 11 at the option of the Company if, as the result of any change in or any amendment to the laws or regulations of the Kingdom of Spain (including any treaty to which Spain is a party) or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change, amendment, application or interpretation becomes effective on or after the date of the applicable Prospectus Supplement relating to such series, either (i) it is determined by the Company or the Guarantor that in making payment under the Securities or the Guarantee, the Company or the Guarantor, as the case may be, would become obligated to pay Additional Amounts with respect thereto as a result of any taxes, levies, imposts or other governmental charges imposed (whether by way of withholding or deduction or otherwise) by or for the account of the Kingdom of Spain and which obligation cannot be avoided by the Company or the Guarantor taking measures available to it without unreasonable cost or expense, or (ii) the Guarantor is or would be required to deduct or withhold tax on any payment to the Company to enable the Company to make any payment of principal, premium or interest in respect of the Securities and the Guarantor cannot avoid this obligation without unreasonable cost or expense (excluding the assumption of the Company’s obligations under the Securities by the Guarantor or a Subsidiary of the Guarantor); provided that no such notice to the Trustee of the redemption shall be given earlier than 60 days prior to the earliest date on which the Company or the Guarantor, as the case may be, would be obligated to deduct or withhold tax or pay such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided were a payment in Sections 1102 and 1104, at a Redemption Price equal to 100% respect of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not includingSecurities or the Guarantee then due. Prior to any notice of redemption of such Securities pursuant to Section 11.04, the date fixed for redemption; providedCompany or the Guarantor shall provide the Trustee with an Officer’s Certificate of the Guarantor stating that the Company or the Guarantor is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of the Company or the Guarantor to redeem such Securities pursuant to this Section have been satisfied and an Opinion of Counsel to the effect that the Company or the Guarantor, howeveras the case may be, that:has or will become obliged to make such withholding or deduction or to pay such Additional Amounts as a result of such change or amendment.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant JurisdictionAustralia, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official 100 administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the GuaranteesGuarantee of any particular Securities, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) Guarantee or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later)date, the Issuer or the Guarantors Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee (1) in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the GuarantorsGuarantor, a payment in respect of such interest was were required to be made by the Guarantors Guarantor under the Guarantees Guarantee thereof on such Interest Payment Date Date), or (2) in respect of the principal of any Original Issue Discount Securities and assuming, in the Guarantors case of the Guarantor, that a payment in respect of such principal were required to be made by it on such date pursuant to the Guarantee, in either case on which the Guarantor would be unable, for reasons outside their its control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may beCompany, the Issuer Company may, at its option, redeem all (but not less than all) of the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100 percent of the principal amount thereof plus accrued interest to the date fixed for redemption (except that any such Securities that are Outstanding Original Issue Discount Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantee thereof then due, and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. If (1) the Company or the Guarantor shall have on any date (the “Succession Date”) consolidated with or merged into, or conveyed or transferred or leased its properties and assets substantially as an entirety to, any Successor Person referred to in Section 801(3), and (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction of organization, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular Securities, which change or amendment becomes effective on or after the Succession Date or which change in official administration, application or interpretation shall not have been available to the public prior to such issue date, such Successor Person would be required to pay any Successor Additional Amounts pursuant to Section 801(3) hereof or the terms of any Security or the Guarantee thereof (i) in respect of interest on any Securities on the next succeeding Interest Payment Date (assuming, in the case of a Successor Guarantor, that a payment in respect of such interest were required to be made by such Successor Guarantor under the Guarantee on such Interest Payment Date), or (ii) in respect of the principal of any Original Issue Discount Securities on the date of such determination (assuming such principal were required to be paid on such date under the terms of the Securities and, in the case of a Successor Guarantor, that a payment in respect of such principal were required to be made by such Successor Guarantor on such date pursuant to the Guarantee), on which, in the case of a Successor Guarantor, such Successor Guarantor would be unable, for reasons outside its control, to procure payment by the Company (or the Successor Person thereof), the Company or the Successor Person may, at its option, redeem all (but not less than all) the Securities of any series in respect of which such Successor Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemptionredemption (except that any such Securities that are Outstanding Original Issue Discount Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, however, that:that (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which a Person would be obligated to pay such Successor Additional Amounts, and (2) at the time any such redemption notice is given, such obligation to pay such Successor Additional Amounts must remain in effect. Prior to any redemption of any Securities pursuant to this Section, the Company or a Successor Person shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Company or a Successor Person to redeem such Securities pursuant to this Section have occurred. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date. ARTICLE TWELVE

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or the applicable taxing authority thereof or therein, jurisdiction affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the any Securities or the Guaranteesissued by a Subsidiary Issuer, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or date, it is determined by the date on which applicable Subsidiary Issuer that such jurisdiction becomes a Relevant Jurisdiction Subsidiary Issuer (whichever is later), the Issuer or the Guarantors x) would be required to pay any Additional Amounts pursuant to Section 1007 10.07 of this Indenture or the terms of any Guarantee Security (1) in respect of interest on the next succeeding Interest Payment Date or (assuming, 2) in the case respect of the Guarantorsprincipal of any Discounted Securities on the date of such determination, assuming that a payment in respect of such interest was principal were required to be made by the Guarantors on such date under the Guarantees thereof on such Interest Payment Date and terms of the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer)Securities, and the (y) such obligation to pay Additional Amounts cannot be avoided by the use of commercially Company or such Subsidiary Issuer taking reasonable measures available to it, in either case (1) or (2) above such Subsidiary Issuer may, at its option, redeem all (but not less than all) the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon notice as provided in Sections 11.02 and 11.04, at a Redemption Price equal to 100% of the principal amount thereof plus accrued interest to the date fixed for redemption (except that any such Securities that are Outstanding Discounted Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, -------- however, that (a) no such notice of redemption may be given earlier than 60 days ------- prior to the earliest date on which the applicable Subsidiary Issuer would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. If (1) the applicable Subsidiary Issuer shall have on any date (the "Succession Date") consolidated with or merged into, or conveyed or transferred or leased its properties and assets substantially as an entirety to, any Successor referred to in Section 8.02 which is organized under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia or the jurisdiction in which such Subsidiary Issuer is organized, (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction of organization, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular Securities, which change or amendment becomes effective on or after the Succession Date or which change in official administration, application or interpretation shall not have been available to the public prior to such Succession Date and is notified to the Subsidiary Issuer of such series of Securities, such Successor would be required to pay any Successor Additional Amounts pursuant to Section 8.02 hereof or the terms of any Securities (i) in respect of interest on any Securities on the next succeeding Interest Payment Date, or (ii) in respect of the principal of any Discounted Securities on the date of such determination (assuming such principal were required to be paid on such date under the terms of the Securities) and (3) such obligation cannot be avoided by the Company or such Successor taking reasonable measures available to it, such Subsidiary Issuer or to the applicable Guarantor, as the case may be, the Issuer such Successor may, at its option, redeem all (but not less than all) of the Securities of any series in respect of which such Successor Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 11.02 and 110411.04, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemptionredemption (except that any such Securities that are Outstanding Discounted Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, however, that:that (1) no such notice of redemption may be -------- ------- given earlier than 60 days prior to the earliest date on which a Successor would be obligated to pay such Successor Additional Amounts were a payment in respect of the Securities then due, and (2) at the time any such redemption notice is given, such obligation to pay such Successor Additional Amounts must remain in effect. Prior to any redemption of any Securities pursuant to this Section, the applicable Subsidiary Issuer or a Successor shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of such Subsidiary Issuer or Successor to redeem such Securities pursuant to this Section have occurred. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified If (i) as contemplated by Section 301 with respect to any series of Securities, if, as the a result of (a) any change in in, or any amendment to to, the laws, laws or regulations or published tax rulings of any Relevant Jurisdiction, Spain or of any political subdivision or taxing authority thereof or therein, affecting taxation, any authority or (b) any change agency therein or thereof having power to tax or in the official administration, application interpretation or interpretation by a relevant court or tribunal, government or government authority administration of any Relevant Jurisdiction of such laws, laws or regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later date of issue of the first issued Subordinated Debt Securities of such series or any earlier date specified pursuant to Section 3.01, the Company shall determine that (xa) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors Company would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture 10.04 or (b) the terms of any Guarantee Company would not be entitled to claim a deduction in computing tax liabilities in Spain in respect of any interest to be paid on the next succeeding Interest Payment Date interest payment date on such series of Subordinated Debt Securities or the value of such deduction to the Company would be materially reduced or (assuming, in c) the case applicable tax treatment of the Guarantors, a payment in respect Subordinated Debt Securities of such interest series changes in a material way that was required to be made not reasonably foreseeable at the issue date and (ii) such circumstances are evidenced by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment delivery by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available Company to the Issuer or to Trustee of a copy of the applicable GuarantorSupervisory Permission for the redemption, if and as the case may berequired, the Issuer Company may, at its option, redeem all (but not option and having given no less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 15 nor more than 60 30 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% the Holders of the outstanding principal amount Subordinated Debt Securities of such series in accordance with Section 11.04 (which notice shall be irrevocable) and a concurrent copy thereof plus accrued and unpaid interest due thereon up toto the Trustee, redeem in whole, but not includingin part, the Outstanding Subordinated Debt Securities of such series, in accordance with the requirements of Applicable Banking Regulations in force at the relevant time, at their early tax redemption amount (the “Early Redemption Amount (Tax)”) (which shall be their principal amount), together with any accrued interest thereon to (but excluding) the date fixed for the redemption; provided, however, that:that (i) in the case of (i)(a) above, no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Subordinated Debt Securities of such series then due and (ii) redemption for taxation reasons pursuant to this Section 11.08 may only take place in accordance with Applicable Banking Regulations in force at the relevant time and subject to the Company obtaining Supervisory Permission therefor, if and as required.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant JurisdictionAustralia, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the GuaranteesGuarantee of any particular Securities, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) Guarantee or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later)date, the Issuer or the Guarantors Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee (1) in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the GuarantorsGuarantor, a payment in respect of such interest was were required to be made by the Guarantors Guarantor under the Guarantees Guarantee thereof on such Interest Payment Date Date), or (2) in respect of the principal of any Original Issue Discount Securities and assuming, in the Guarantors case of the Guarantor, that a payment in respect of such principal were required to be made by it on such date pursuant to the Guarantee, in either case on which the Guarantor would be unable, for reasons outside their its control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may beCompany, the Issuer Company may, at its option, redeem all (but not less than all) of the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100 percent of the principal amount thereof plus accrued interest to the date fixed for redemption (except that any such Securities that are Outstanding Original Issue Discount Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantee thereof then due, and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. If (1) Company or the Guarantor shall have on any date (the “Succession Date”) consolidated with or merged into, or conveyed or transferred or leased its properties and assets substantially as an entirety to, any Successor Person referred to in Section 801(3), and (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction of organization, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular Securities, which change or amendment becomes effective on or after the Succession Date or which change in official administration, application or interpretation shall not have been available to the public prior to such issue date, such Successor Person would be required to pay any Successor Additional Amounts pursuant to Section 801(3) hereof or the terms of any Security or the Guarantee thereof (i) in respect of interest on any Securities on the next succeeding Interest Payment Date (assuming, in the case of a Successor Guarantor, that a payment in respect of such interest were required to be made by such Successor Guarantor under the Guarantee on such Interest Payment Date), or (ii) in respect of the principal of any Original Issue Discount Securities on the date of such determination (assuming such principal were required to be paid on such date under the terms of the Securities and, in the case of a Successor Guarantor, that a payment in respect of such principal were required to be made by such Successor Guarantor on such date pursuant to the Guarantee), on which, in the case of a Successor Guarantor, such Successor Guarantor would be unable, for reasons outside its control, to procure payment by the Company (or the Successor Person thereof), the Company or the Successor Person may, at its option, redeem all (but not less than all) the Securities of any series in respect of which such Successor Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemptionredemption (except that any such Securities that are Outstanding Original Issue Discount Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, however, that:that (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which a Person would be obligated to pay such Successor Additional Amounts, and (2) at the time any such redemption notice is given, such obligation to pay such Successor Additional Amounts must remain in effect. Prior to any redemption of any Securities pursuant to this Section, the Company or a Successor Person shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Company or a Successor Person to redeem such Securities pursuant to this Section have occurred. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant JurisdictionAustralia, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant any Australian court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the GuaranteesGuarantee, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) the Guarantee or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date date, the Company or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later)Guarantor, as the Issuer or the Guarantors case may be, would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any the Securities or the Guarantee (1) in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, assuming a payment in respect of such interest was were required to be made by the Guarantors Company or the Guarantor under the Guarantees thereof Securities or the Guarantee on such Interest Payment Date Date), or (2) in respect of the principal of any Original Issue Discount Securities and assuming that a payment in respect of such principal were required to be made by it on such date pursuant to the Guarantors Securities or the Guarantee, in either case on which the Company or the Guarantor, as the case may be, would be unable, for reasons outside their its control, to procure payment by the Issuer)Company, and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer Company or to the applicable Guarantor, the Company or the Guarantor, as the case may beapplicable, the Issuer may, at its option, redeem all (but not less than all) of the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100 percent of the principal amount thereof plus all accrued and unpaid interest to the date fixed for redemption (except that any such Securities that are Outstanding Original Issue Discount Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or the Guarantor, as the case may be, would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantee then due, and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. If (1) the Guarantor or the Company shall have on any date (the “Succession Date”) consolidated with or merged into, or conveyed or transferred or leased its properties and assets substantially as an entirety to, any Successor Person referred to in Section 801(3), and (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction of organization, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular Securities, which change or amendment becomes effective on or after the Succession Date or which change in official administration, application or interpretation shall not have been available to the public prior to such Succession Date, such Successor Person would be required to pay any Successor Additional Amounts pursuant to Section 801(3) hereof or the terms of any Security or the Guarantee thereof (i) in respect of interest on any Securities on the next succeeding Interest Payment Date (assuming that a payment in respect of such interest were required to be made by such Successor Person under the Securities or the Guarantee on such Interest Payment Date), or (ii) in respect of the principal of any Original Issue Discount Securities on the date of such determination (assuming such principal were required to be paid on such date under the terms of the Securities and that a payment in respect of such principal were required to be made by such Successor Person on such date pursuant to the Securities or the Guarantee), on which such Successor Person would be unable, for reasons outside its control, to procure payment by the Company or the Guarantor (or the Successor Person thereof), and the obligation to pay Successor Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or Successor Person, the Company or the Successor Person may, at its option, redeem all (but not less than all) the Securities of any series in respect of which such Successor Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus all accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemptionredemption (except that any such Securities that are Outstanding Original Issue Discount Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, however, that:that (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which a Person would be obligated to pay such Successor Additional Amounts, and (2) at the time any such redemption notice is given, such obligation to pay such Successor Additional Amounts must remain in effect. Prior to any redemption of any Securities pursuant to this Section, the Company or a Successor Person shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Company or a Successor Person to redeem such Securities pursuant to this Section have occurred and a certificate signed by an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities, cannot be avoided by taking measures that the Company or the Guarantor believes are reasonable. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date. ARTICLE TWELVE

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect The Company or any successor may, at its option, redeem all, but not less than all, of the Securities of each series, at any time upon giving not less than five Business Days’ but no more than 60 Business Days’ notice to the Holders (which notice shall be irrevocable) (except in the case of Securities that have a variable rate of interest, which may be redeemed on any series of Securities, ifInterest Payment Date) at a Redemption Price, as calculated by the Company, equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, to, but excluding, the Redemption Date, if as a result of (a) a change in, or amendment to, any change in laws, rules or regulations of a Relevant Jurisdiction, or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the an official administrationinterpretation, administration or application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, rules or regulations or published tax rulings either generally or in relation to the Securities or the Guarantees(including a holding by a court of competent jurisdiction), which change or amendment is proposed and becomes effective or is announced on or after the later of (x) the original issue date of such the Securities or Guarantees or (y) the date on which a jurisdiction Relevant Jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger i) the Company or transfer of assets any successor has or will become obligated to pay Additional Amounts with respect to the Securities in excess of the Issuer Additional Amounts the Company or any Guarantorsuch successor would be obligated to pay if payments were subject to withholding or deduction at a rate of 15% or at a rate of 25% in case the holder of the notes is resident in a tax haven jurisdiction for Brazilian tax purposes and (ii) such obligation cannot be avoided by the Company or any successor taking reasonable measures available to it; provided, however, that for this purpose reasonable measures shall not include any change in place the Company’s any successor’s jurisdiction of payment on the Securities incorporation or Guarantees organization or otherwise) location of its principal executive office or which change in official administrationregistered office, application or interpretation shall not have been available as applicable. Prior to the public prior publication or mailing of any notice of redemption pursuant to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later)preceding paragraph, the Issuer Company or any successor shall deliver to the Guarantors would be required Trustee an Officer’s Certificate to pay the effect that the obligation of the Company or any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assumingsuccessor, in as the case of the Guarantorsmay be, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially Company or any successor taking reasonable measures available to the Issuer it. The Company or to the applicable Guarantorany successor, as the case may be, shall also deliver to the Issuer mayTrustee an Opinion of Counsel stating that the Company or any successor, at its optionas the case may be, redeem all would be obligated to pay Additional Amounts due to the changes in tax laws or regulations. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in Clauses (but not less than alli) and (ii) of the Securities preceding paragraph of this Section 11.08, in respect which event it shall be conclusive and binding on the Holders. The Company may enter into an arrangement under which the Company or a subsidiary of which such Additional Amounts would be so payable at any timethe Company may, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104lieu of redemption by the Company, at purchase for a purchase price equal to the full Redemption Price equal any Security to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that:be redeemed pursuant to this Section 11.08.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with With respect to any each series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations laws of the United Kingdom or published tax rulings of any Relevant JurisdictionCanada, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, an application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings laws either generally or in relation to the Securities or the Guaranteesany particular series of Securities, which change or amendment is proposed and to such laws becomes effective on or after the later of (x) the original issue date of specified for such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwiseseries pursuant to Section 301(7) or which change in official administration, application or interpretation shall not have been available is notified to the public prior to such original issue date Company or the date Guarantor on which or after such jurisdiction becomes a Relevant Jurisdiction (whichever date, it is later), determined by the Issuer Company or the Guarantors Guarantor that the Company or the Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 make payments of this Indenture or the terms of any Guarantee additional amounts (i) in respect of interest on the next succeeding Interest Payment Date (assuming, in pursuant to the case terms of the GuarantorsSecurities or the Guarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such interest was were required to be made by the Guarantors under the Guarantees thereof pursuant thereto on such Interest Payment Date and Date, or (ii) in respect of the Guarantors would be unable, for reasons outside their control, to procure payment by principal of any series of Original Issue Discount Securities at the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use date of commercially reasonable measures available such determination pursuant to the Issuer terms of the Securities or to the applicable GuarantorGuarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such principal were required to be made pursuant thereto on such date, in either case the case may be, Company or the Issuer Guarantor may, at its option, redeem all (but not less than all) such series of the Securities in respect of which such Additional Amounts would be so payable whole at any timetime (except in the case of a series of Securities that has a variable rate of interest, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to 100% 100 percent of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; providedredemption (except in the case of any series of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of such series). Prior to any redemption of such a series of Securities pursuant to this Section, however, that:the Company or the Guarantor shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Company or the Guarantor to redeem such series of Securities pursuant to this Section have occurred. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date. ARTICLE TWELVE

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise Each series of Securities contained in one or more particular issues may be redeemed at the option of the Issuer, in whole but not in part, at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified as contemplated by Section 301 with respect to any the terms of such series of Securities, ) if, as the a result of (a) any change in or any amendment to the laws, laws or any regulations or published tax rulings promulgated thereunder of any Relevant Jurisdiction, the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Issuer is incorporated (or, affecting taxationin the case of a successor Person to the Issuer, of the jurisdiction in which such successor Person is organized or (bany political subdivision or taxing authority thereof or therein) or any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally rulings, or any change in relation the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to the Securities which such jurisdiction or the Guaranteessuch political subdivision or taxing authority (or such other jurisdiction or political subdivision or taxing authority) is a party, which change change, execution or amendment is proposed and becomes effective on or after the later of (x) date specified for such series pursuant to the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets terms of the Issuer Security (or any Guarantor, change in place the case of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available a successor Person to the public prior to such original issue date or Issuer, the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is latersuccessor Person became such pursuant to Sections 801 and 802), the Issuer (or the Guarantors such successor Person) is or would be required to pay any Additional Amounts pursuant additional amounts with respect to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest Securities on the next succeeding Interest Payment Date (assuming, as described in Section 206 or 1004 and the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts additional amounts cannot be avoided by the use of commercially any reasonable measures available to the Issuer or Issuer. Prior to the applicable Guarantor, as the case may begiving of notice of redemption of such Securities pursuant to this Indenture, the Issuer maywill deliver to the Trustee an Officer's Certificate, stating that the Issuer is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have been satisfied. 61 Further, if, pursuant to Section 801(3)(a) of this Indenture, a Person into which the Issuer is merged or to whom the Issuer has conveyed, transferred or leased its properties or assets has been or would be required to pay any additional amounts as therein provided, each series of Securities may be redeemed at the option of such Person in whole, but not in part, at its optionany time (except in the case of Securities that have a variable rate of interest, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would may be so payable at redeemed on any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104Interest Payment Date), at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; providedredemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of such series of Securities). Prior to the giving of notice of redemption of such Securities pursuant to this Indenture, howeversuch Person shall deliver to the Trustee an Officer's Certificate, that:stating that such Person is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of such Person to redeem such Securities pursuant to this Section have been satisfied. 62

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with With respect to any each series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations laws of the United Kingdom or published tax rulings of any Relevant JurisdictionAustralia, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, an application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings laws either generally or in relation to the Securities or the Guaranteesany particular series of Securities, which change or amendment is proposed and to such laws becomes effective on or after the later of (x) the original issue date of specified for such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwiseseries pursuant to Section 301(7) or which change in official administration, application or interpretation shall not have been available is notified to the public prior to such original issue date Company or the date Guarantor on which or after such jurisdiction becomes a Relevant Jurisdiction (whichever date, it is later), determined by the Issuer Company or the Guarantors Guarantor that the Company or the Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 make payments of this Indenture or the terms of any Guarantee additional amounts (i) in respect of interest on the next succeeding Interest Payment Date (assuming, in pursuant to the case terms of the GuarantorsSecurities or the Guarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such interest was were required to be made by the Guarantors under the Guarantees thereof pursuant thereto on such Interest Payment Date and Date, or (ii) in respect of the Guarantors would be unable, for reasons outside their control, to procure payment by principal of any series of Original Issue Discount Securities at the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use date of commercially reasonable measures available such determination pursuant to the Issuer terms of the Securities or to the applicable GuarantorGuarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such principal were required to be made pursuant thereto on such date, in either case the case may be, Company or the Issuer Guarantor may, at its option, redeem all (but not less than all) such series of the Securities in respect of which such Additional Amounts would be so payable whole at any timetime (except in the case of a series of Securities that has a variable rate of interest, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to 100% 100 percent of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; providedredemption (except in the case of any series of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of such series). Prior to any redemption of such a series of Securities pursuant to this Section, however, that:the Company or the Guarantor shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Company or the Guarantor to redeem such series of Securities pursuant to this Section have occurred. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date. ARTICLE TWELVE

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any A series of SecuritiesSecurities may, ifsubject to prior confirmation of the FSA (if such confirmation is required under the Applicable Banking Regulations), be redeemed at the option of the Company, in whole but not in part, at any time, upon notice thereof given by the Company in accordance with Section 11.05, at a redemption price equal to 100% of the Current Principal Amount of the relevant series of Securities on the date fixed for redemption (together with accrued and unpaid interest to (but excluding) the date fixed for redemption and Additional Amounts, if any), if the Company determines prior to giving notice of redemption that, as the a result of (a) any change in in, or amendment to, the laws (or any amendment to the laws, regulations or published tax rulings promulgated thereunder) of any Relevant Jurisdiction, Japan (or of any political subdivision or taxing authority thereof or therein, of Japan) affecting taxation, or (b) any change in the official administration, position regarding the application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally (including a holding, judgment, or in relation to the Securities or the Guaranteesorder by a court of competent jurisdiction), which change change, amendment, application or amendment is proposed and interpretation becomes effective on or after the later date of the final offering document for the relevant series of Securities, (xi) the original issue date of such Securities Company is, or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administrationnext interest payment date would be, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of Japanese Taxes, or (ii) any interest on the next succeeding Interest Payment Date Securities ceases to be treated as being a deductible expense for the purpose of the Company’s corporate tax, and, in each case of (assumingi) or (ii) above, such event cannot be avoided by measures reasonably available to the Company; provided that, in the case of (i) above, no such notice of redemption shall be given earlier than 90 days prior to the Guarantors, earliest date on which the Company would be obligated to make such payment of Additional Amounts if a payment in respect of such interest was required the relevant series of Securities were then due. Prior to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use making any notice of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) redemption of the Securities in respect of which such Additional Amounts would be so payable at any timepursuant to this Section 11.03, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at the Company will deliver to the Trustee a Redemption Price equal to 100% certificate signed by a Responsible Officer of the outstanding principal amount thereof plus accrued Company stating that the conditions precedent to such redemption have been fulfilled and unpaid interest due thereon up toan opinion of an independent tax counsel or tax consultant of recognized standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, but not including, in which event it shall be conclusive and binding on the date fixed for redemption; provided, however, that:relevant Securityholders.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any A series of SecuritiesSecurities may, ifsubject to prior confirmation of the FSA (if such confirmation is required under the Applicable Banking Regulations), be redeemed at the option of the Company, in whole but not in part, at any time, upon notice thereof given by the Company in accordance with Section 11.05, at a redemption price equal to 100% of the Current Principal Amount of the relevant series of Securities on the date fixed for redemption (together with accrued and unpaid interest to (but excluding) the date fixed for redemption and Additional Amounts, if any), if the Company determines prior to giving notice of redemption that, as the a result of (a) any change in in, or amendment to, the laws (or any amendment to the laws, regulations or published tax rulings promulgated thereunder) of any Relevant Jurisdiction, Japan (or of any political subdivision or taxing authority thereof or therein, of Japan) affecting taxation, or (b) any change in the official administration, position regarding the application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally (including a holding, judgment, or in relation to the Securities or the Guaranteesorder by a court of competent jurisdiction), which change change, amendment, application or amendment is proposed and interpretation becomes effective on or after the later date of the final offering document for the relevant series of Securities, (xi) the original issue date of such Securities Company is, or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administrationnext interest payment date would be, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of Japanese Taxes, or (ii) any interest on the next succeeding Interest Payment Date relevant series of Securities ceases to be treated as being a deductible expense for the purpose of the Company’s corporate tax, and, in each case of (assumingi) or (ii) above, such event cannot be avoided by measures reasonably available to the Company; provided that, in the case of (i) above, no such notice of redemption shall be given earlier than 90 days prior to the Guarantors, earliest date on which the Company would be obligated to make such payment of Additional Amounts if a payment in respect of such interest was required the relevant series of Securities were then due. Prior to be made by making any notice of redemption of a series of Securities pursuant to this Section 11.03, the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available Company will deliver to the Issuer Trustee a certificate signed by a Responsible Officer of the Company stating that the conditions precedent to such redemption have been fulfilled and an opinion of an independent tax counsel or tax consultant of recognized standing reasonably satisfactory to the applicable Guarantor, Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such certificate and opinion as the case may be, the Issuer may, at its option, redeem all (but not less than all) sufficient evidence of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% satisfaction of the outstanding principal amount thereof plus accrued conditions precedent described above, in which event it shall be conclusive and unpaid interest due thereon up to, but not including, binding on the date fixed for redemption; provided, however, that:relevant Securityholders.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or the applicable taxing authority thereof or therein, jurisdiction affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the any particular Securities or the GuaranteesGuarantee thereof, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether Securities, it is determined by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors Company that the Issuer or the Company (x) would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Security or Guarantee thereof (1) in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the GuarantorsCompany, a payment in respect of such interest were required to be made by the Company under the Guarantee thereof on such Interest Payment Date), or (2) in respect of the principal of any Original Issue Discount Securities on the date of such determination, assuming that a payment in respect of such principal were required to be made on such date under the terms of the Securities (and assuming, in the case of the Company, a payment in respect of such principal was required to be made by the Guarantors it under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the IssuerGuarantee thereof), and the (y) such obligation to pay Additional Amounts cannot be avoided by the use of commercially Issuer or the Company taking reasonable measures available to the Issuer it or to the applicable Guarantor, as the case may bethem, the Issuer may, at its option, redeem all (but not less than all) of the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% 100 percent of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemptionredemption and Additional Amounts, if any (except that any such Securities that are Outstanding Original Issue Discount Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, however, that:that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantee thereof, as the case may be, then due, and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the mailing of any notice of redemption pursuant to this Section, the Issuer shall deliver to the Trustee (i) an Opinion of Counsel of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Company would be required to pay Additional Amounts on the next payment in respect of such Securities, and (ii) an Officers’ Certificate to the effect that such obligation cannot be avoided by the Issuer or the Company, taking reasonable measures available to it, and the Trustee shall be entitled to accept such opinion as sufficient evidence of the satisfaction of the condition precedent set out above in which event it should be conclusive and binding on the Holders of such Securities.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with With respect to any each series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings laws of any Relevant Jurisdictionthe United Kingdom, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, an application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings laws either generally or in relation to the Securities or the Guaranteesany particular series of Securities, which change or amendment is proposed and to such laws becomes effective on or after the later of (x) the original issue date of specified for such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwiseseries pursuant to Section 301(7) or which change in official administration, application or interpretation shall not have been available is notified to the public prior to such original issue date Company or the date Guarantor on which or after such jurisdiction becomes a Relevant Jurisdiction (whichever date, it is later), determined by the Issuer Company or the Guarantors Guarantor that the Company or the Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture make payments or the terms of any Guarantee additional amounts (i) in respect of interest on the next succeeding Interest Payment Date (assuming, in pursuant to the case terms of the GuarantorsGuarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such interest was were required to be made by the Guarantors under the Guarantees thereof pursuant thereto on such Interest Payment Date and Date, or (ii) in respect of the Guarantors would be unable, for reasons outside their control, to procure payment by principal of any series of Original Issue Discount Securities at the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use date of commercially reasonable measures available such determination pursuant to the Issuer or to terms of the applicable GuarantorGuarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such principal were required to be made pursuant thereto on such date, in either case the case may be, Company or the Issuer Guarantor may, at its option, redeem all (but not less than all) such series of the Securities in respect of which such Additional Amounts would be so payable whole at any timetime (except in the case of a series of Securities that has a variable rate of interest, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to 100% 100 percent of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; providedredemption (except in the case of any series of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of such series). Prior to any redemption of such a series of Securities pursuant to this Section, however, that:the Company or the Guarantor shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Company or the Guarantor to redeem such series of Securities pursuant to this Section have occurred. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date. ARTICLE TWELVE

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified The Notes may be redeemed at the option of the Issuer, in whole, but not in part, upon not less than 30 days’ notice, at a redemption price equal to 100% of the principal amount thereof plus accrued but unpaid interest (if any) to the date fixed for redemption if (i) the Issuer or the Guarantor provides to the Fiscal Agent prior to the giving of such notice an opinion of counsel to the effect that as contemplated by Section 301 with respect to any series of Securities, if, as the a result of (a) any change in in, expiration of or any amendment to the laws, regulations laws of Canada or published tax rulings the Republic of any Relevant Jurisdiction, Korea (“Korea”) (or of any political subdivision or taxing authority thereof or therein, affecting taxation, ) or (b) any regulations or rulings promulgated thereunder or any change in the official administration, interpretation or official application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guaranteesrulings, which change change, amendment or amendment is proposed and expiration becomes effective on or after June 16, 2016, the later Issuer or the Guarantor, as applicable, is or would be obligated on the next succeeding due date for a payment with respect to the Notes or the Guarantee to pay Additional Amounts with respect to the Notes or the Guarantee pursuant to Condition 6 below, but only if such change, amendment or expiration affects tax withholding on interest in such jurisdiction generally and does not solely affect the Notes or the Guarantee and (ii) A-7 this obligation cannot be avoided by measures reasonably available to the Issuer or the Guarantor, provided that no such notice of (x) redemption shall be given earlier than 90 days before the original issue date of such Securities or Guarantees or (y) the earliest date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or the Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Notes then due. Prior to any Guarantor, change in place redemption of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available Notes pursuant to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is laterthis Condition 4(a), the Issuer or the Guarantors would be required Guarantor shall deliver to pay any Additional Amounts pursuant the Fiscal Agent an officer’s certificate stating that the Issuer is entitled to Section 1007 of this Indenture or effect such redemption in accordance with the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case and conditions of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date Fiscal Agency Agreement and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that:hereof.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, as provided in the result of (a) any change in or any amendment to the laws, regulations or published tax rulings Securities of any Relevant Jurisdictionseries, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities of any series may be redeemed in accordance with the terms of this Article 11 at the option of the Company if, as the result of any change in or any amendment to the laws and regulations of the Kingdom of Spain (including any treaty to which Spain is a party) or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change, amendment, application or interpretation becomes effective on or after the date of the applicable Prospectus Supplement relating to such series, either (i) it is determined by the Company or the Guarantor that in making payment under the Securities or the Guarantee, the Company or the Guarantor, as the case may be, would become obligated to pay Additional Amounts with respect thereto as a result of any taxes, levies, imposts or other governmental charges imposed (whether by way of withholding or deduction or otherwise) by or for the account of the Kingdom of Spain and which obligation cannot be avoided by the Company or the Guarantor taking measures available to it without unreasonable cost or expense, or (ii) the Guarantor is or would be required to deduct or withhold tax on any payment to the issuer to enable the issuer to make any payment of principal or interest in respect of the Securities and such deduction or withholding cannot be avoided by the Guarantor taking measures available to it without unreasonable cost or expense (excluding the assumption of the Company’s obligations under the Securities by the Guarantor or a Subsidiary of the Guarantor); provided that no such notice to the Trustee of the redemption shall be given earlier than 60 days prior to the earliest date on which the Company or the Guarantor, as the case may be, would be obligated to deduct or withhold or pay such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided were a payment in Sections 1102 and 1104, at a Redemption Price equal to 100% respect of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, Securities or the date fixed for redemption; provided, however, that:Guarantee then due. Prior to any notice of redemption of such Securities pursuant to Section 80

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to provided in the Securities of any series of Securitiesseries, if, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings laws of any Relevant the Issuer Taxing Jurisdiction, or the United Kingdom or, if different, the country of tax residence of either of the Guarantors or any political subdivision or taxing authority thereof or therein (the “Guarantor Taxing Jurisdiction”) or with respect to any Subsidiary that has assumed the obligations of an Issuer hereunder, the country in which such Subsidiary is organized or, if different, the country of tax residence of such Subsidiary or of any political subdivision or taxing authority thereof or thereintherein (the “Subsidiary Taxing Jurisdiction”, and the Issuer Taxing Jurisdiction, the Guarantor Taxing Jurisdiction and Subsidiary Taxing Jurisdiction, are collectively referred to as the “Relevant Taxing Jurisdiction”), affecting taxation, or (b) any change in the official administrationan application or interpretation of such laws, which change, amendment, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (xdate specified for such series pursuant to Section 301(6) or the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets any assumption of the Issuer’s obligations pursuant to Section 803, as the case may be, it is determined by the Issuer (or any Guarantor, change Subsidiary that has assumed the Issuer’s obligations hereunder) or such Guarantor that (i) in place of making payment on under the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later)Guarantee, the Issuer or such Guarantor (or such Subsidiary), as the Guarantors case may be, would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms additional amounts with respect thereto as a result of any Guarantee in taxes, levies, imposts or other governmental charges imposed (whether by way of withholding or deduction or otherwise) by or for the account of any Relevant Taxing Jurisdiction, (ii) any tax would be imposed (whether by way of deduction or withholding or otherwise) or relief from tax would be withdrawn by any Relevant Taxing Jurisdiction, upon or with respect of to any interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made payments received or receivable by the Guarantors Issuer (or such Subsidiary) from such Guarantor or any other subsidiaries incorporated in, or resident for tax purposes under the Guarantees thereof on such Interest Payment Date and laws of, the Guarantors would be unableUnited Kingdom, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use or (iii) based upon an opinion of commercially reasonable measures available independent legal advisors to the Issuer (or to the applicable such Subsidiary) or such Guarantor, as the case may be, as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, any Relevant Taxing Jurisdiction (whether or not such action was taken or brought with respect to the Issuer or such Subsidiary or such Guarantor), which action is taken or brought on or after the date specified for such series pursuant to Section 301(6) or the date of any such assumption of an Issuer’s obligations under the Indenture, as the case may be, there is a substantial probability that the circumstances described in clause (i) or (ii) would exist, the Issuer (or such Subsidiary) or such Guarantor may, at its option, redeem all (but not less than all) of the such Securities in respect of which such Additional Amounts would be so payable whole at any time, upon not less than 30 nor more than 60 days’ written notice subject in the case of Undated Securities, to the Solvency Condition (as provided defined in Sections 1102 and 1104Section 1006(c) (i)) being satisfied at such time, at a Redemption Price equal to 100% ’s of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; providedredemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of each series of such Securities). Prior to any redemption of such Securities pursuant to this Section, howeverthe Issuer (or such Subsidiary) or such Guarantor shall provide the Trustee with an Officer’s Certificate of the Issuer, that:such Guarantor or such Subsidiary, stating that the Issuer is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of the Issuer (or such Subsidiary) or such Guarantor to redeem such Securities pursuant to this Section have occurred. ARTICLE TWELVE SINKING FUNDS

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified The Securities may be redeemed at the option of the Company, Fibria or any successor, in whole but not in part, at any time upon giving not less than five Business Days’ but no more than 60 Business Days’ notice to the Holders (which notice shall be irrevocable) at a Redemption Price, as contemplated calculated by Section 301 with respect the Company, equal to any series 100% of Securitiesthe principal amount thereof, plus accrued and unpaid interest thereon, to, but excluding, the Redemption Date, only if, as the a result of (a) a change in, or amendment to, any change in laws, rules or regulations of a Relevant Taxing Jurisdiction, or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the an official administrationinterpretation, administration or application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, rules or regulations or published tax rulings either generally or in relation to the Securities or the Guarantees(including a holding by a court of competent jurisdiction), which change or amendment is proposed and becomes effective or is announced on or after the later of (x) the original issue date of such the Securities or Guarantees or (y) the date on which a jurisdiction Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer i) Fibria or any Guarantor, change in place of payment on successor has or will become obligated to pay Additional Amounts with respect to the Securities or Guarantees the Guarantee in excess of the Additional Amounts Fibria or otherwiseany such successor would be obligated to pay if payments were subject to withholding or deduction at a rate of 15% or at a rate of 25% in case the holder of the notes is resident in a tax haven jurisdiction for Brazilian tax purposes (i.e., countries which do not impose any income tax or which impose it at a maximum rate lower than 17% or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) or which change in official administration, application (ii) the Company or interpretation shall not have been available to the public prior to such original issue date any successor has or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required will become obligated to pay any Additional Amounts pursuant in excess of the Additional Amounts the Company or any such successor would be obligated to Section 1007 pay if payments were subject to withholding or deduction at a rate of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming0%, and in the case of the Guarantorseach of (i) and (ii), a payment in respect of such interest was required to obligation cannot be made avoided by the Guarantors under Company, Fibria or their respective successors, as applicable, after taking reasonable measures to avoid it; provided, however, that for this purpose reasonable measures shall not include any change in the Guarantees thereof on such Interest Payment Date and Company’s, Fibria’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive office or registered office, as applicable. Prior to the Guarantors would be unablepublication or mailing of any notice of redemption pursuant to the preceding paragraph, for reasons outside their controlthe Company, Fibria or any successor shall deliver to procure payment by the Issuer), and Trustee an Officer’s Certificate to the effect that the obligation of the Company, Fibria or any successor, as the case may be, to pay Additional Amounts cannot be avoided by the use of commercially Company, Fibria or any successor taking reasonable measures available to the Issuer it. The Company, Fibria or to the applicable Guarantorany successor, as the case may be, shall also deliver to the Issuer mayTrustee an Opinion of Counsel stating that the Company, at its optionFibria or any successor, redeem all as the case may be, would be obligated to pay Additional Amounts due to the changes in tax laws or regulations. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in Clauses (but not less than alli) and (ii) of the Securities preceding paragraph of this Section 11.08, in respect which event it shall be conclusive and binding on the Holders. The Company or Fibria may enter into an arrangement under which Fibria or a subsidiary of which such Additional Amounts would be so payable at any timeFibria may, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104lieu of redemption by the Company or Fibria, at purchase for a purchase price equal to the full Redemption Price equal any Security to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that:be redeemed pursuant to this Section 11.08.”

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, as The Securities may be redeemed at the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets option of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assumingCompany, in the case of the Guarantorswhole, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any timepart, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 to the Holders and 110445 days’ notice to the Trustee (unless, with respect to notice to the Trustee, a shorter period shall be satisfactory to the Trustee), at any time at a Redemption Price redemption price equal to 100% of the aggregate outstanding principal amount thereof of the Securities, plus accrued and unpaid interest due thereon up toto (but excluding) the Redemption Date if, but not includingas a result of any change in or amendment to the laws of the Republic (or of any political subdivision or taxing authority thereof or therein) or any regulations or rulings promulgated thereunder or any change in the official interpretation or official application of such laws, regulations or rulings, which change or amendment becomes effective on or after the Closing Date, the Company is or would be obligated on the next succeeding due date fixed for redemptiona payment with respect to the Securities to pay Additional Amounts (as described in Section 3.05) with respect to the Securities and 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 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts, (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect, and (c) if the date of such redemption falls prior to the final maturity date (November 13, 2008) of the Senior Secured Credit Facility, no such redemption notice may be given unless the Company obtains the waiver of the lenders required for such redemption pursuant to the terms of the Senior Secured Credit Facility. Additional amounts are payable (except as described in Section 3.05), if deduction or withholding in respect of payments of principal of, or interest or premium (if any) on, the Securities is required by law for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Republic or by or within any political subdivision thereof or any authority therein having power to tax. Prior to the giving of notice of such redemption of the Securities, the Company shall deliver to the Trustee a certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of redemption have occurred, together with an opinion of counsel to the effect that such a change in, or amendment to the laws of the Republic (or any political subdivision or taxing authority thereof or therein) or any regulations or rulings promulgated thereunder or any change in the official interpretation or official application of such laws, regulations or rulings, has occurred.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant JurisdictionAustralia, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official 104 administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the GuaranteesGuarantee of any particular Securities, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) Guarantee or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later)date, the Issuer or the Guarantors Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee (1) in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the GuarantorsGuarantor, a payment in respect of such interest was were required to be made by the Guarantors Guarantor under the Guarantees Guarantee thereof on such Interest Payment Date Date), or (2) in respect of the principal of any Original Issue Discount Securities and assuming, in the Guarantors case of the Guarantor, that a payment in respect of such principal were required to be made by it on such date pursuant to the Guarantee, in either case on which the Guarantor would be unable, for reasons outside their its control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may beCompany, the Issuer Company may, at its option, redeem all (but not less than all) of the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100 percent of the principal amount thereof plus accrued interest to the date fixed for redemption (except that any such Securities that are Outstanding Original Issue Discount Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantee thereof then due, and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. If (1) Company or the Guarantor shall have on any date (the “Succession Date”) consolidated with or merged into, or conveyed or transferred or leased its properties and assets substantially as an entirety to, any Successor Person referred to in Section 801(3), and (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction of organization, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular Securities, which change or amendment becomes effective on or after the Succession Date or which change in official administration, application or interpretation shall not have been available to the public prior to such issue date, such Successor Person would be required to pay any Successor Additional Amounts pursuant to Section 801(3) hereof or the terms of any Security or the Guarantee thereof (i) in respect of interest on any Securities on the next succeeding Interest Payment Date (assuming, in the case of a Successor Guarantor, that a payment in respect of such interest were required to be made by such Successor Guarantor under the Guarantee on such Interest Payment Date), or (ii) in respect of the principal of any Original Issue Discount Securities on the date of such determination (assuming such principal were required to be paid on such date under the terms 105 of the Securities and, in the case of a Successor Guarantor, that a payment in respect of such principal were required to be made by such Successor Guarantor on such date pursuant to the Guarantee), on which, in the case of a Successor Guarantor, such Successor Guarantor would be unable, for reasons outside its control, to procure payment by the Company (or the Successor Person thereof), the Company or the Successor Person may, at its option, redeem all (but not less than all) the Securities of any series in respect of which such Successor Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemptionredemption (except that any such Securities that are Outstanding Original Issue Discount Securities may be redeemed at the Redemption Price specified in the terms thereof); provided, however, that:that (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which a Person would be obligated to pay such Successor Additional Amounts, and (2) at the time any such redemption notice is given, such obligation to pay such Successor Additional Amounts must remain in effect. Prior to any redemption of any Securities pursuant to this Section, the Company or a Successor Person shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Company or a Successor Person to redeem such Securities pursuant to this Section have occurred. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date. ARTICLE TWELVE