Common use of Optional Tax Redemption Clause in Contracts

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes Securities in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes Securities to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities were then due.

Optional Tax Redemption. (a) The Company Companies may, at the Company’s their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the either Company or any Guarantor is incorporated, organized, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes Securities in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes Securities to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities were then due.

Optional Tax Redemption. (a) The Company may, at the Company’s 's or the Parent Guarantor’s 's option, redeem the Notes Securities of this series in whole whole, but not in part, upon not less than thirty ten (3010) nor more than sixty (60) days’ ' prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such change or amendment, a “"Change in Tax Law”"), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes Securities of this series to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Exhibit A Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier than ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities of this series were then due. The foregoing provisions shall apply mutatis mutandis to any successor person, after such successor person becomes a party to the Indenture.

Optional Tax Redemption. (a) The Company Companies may, at the Company’s their or the Parent Guarantor’s option, redeem the Notes Securities of this series in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the either Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of the relevant Company assigning its obligations under the Notes Securities of this series to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Exhibit A Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities of this series were then due.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes Securities of this series in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes Securities of this series to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities of this series were then due.

Optional Tax Redemption. (a) The Company may, at the Company’s 's or the Parent Guarantor’s 's option, redeem the Notes in whole but not in part, upon not less than thirty ten (3010) nor more than sixty (60) days’ ' prior noticenotice to Holders, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxtax (each, a "Relevant Taxing Jurisdiction"), or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such change or amendment, a “"Change in Tax Law”"), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.

Optional Tax Redemption. (a) The Company Companies may, at the Company’s their or the Parent Guarantor’s option, redeem the Notes Securities of this series in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the either Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of the relevant Company assigning its obligations under the Notes Securities of this series to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. Exhibit A No notice of redemption pursuant to this Section may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities of this series were then due.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes Securities of this series in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes Securities of this series to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier than ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities of this series were then due.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, Issuer is entitled to redeem the Notes in at its option, at any time, as a whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice as provided in the Indenture (which notice shall also be published or delivered in a manner as required by the applicable rules of any internationally recognized stock exchange on which the Notes are then listed to the noteholders (which notice will be irrevocable)), at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of Holders of record on the principal amount being redeemed (relevant Record Date to receive interest due on the relevant Interest Payment Date), and all Additional Amounts, if any, then due and which will become due on the redemption date if the Issuer determines and certifies to the Trustee (as described in clause (a) of the next paragraph) immediately prior to (but excluding) the Redemption Date, if (i) giving of such notice that as a result of any change in, or amendment toChange of Tax Law, the lawsIssuer or a Subsidiary Guarantor (as the case may be) has become or on the next interest payment date would become obligated, treatiesfor reasons outside its control and after taking reasonable measures available to it to avoid such obligation, regulations or rulings of a jurisdiction to pay Additional Amounts in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration respect of any note pursuant to the terms and conditions thereof; provided that the Issuer or a Subsidiary Guarantor (as the case may be) shall not be required to change the jurisdiction of its organization to avoid any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court obligation. The Change of competent jurisdiction) which becomes Tax Law must become effective on or after the Date date of the Prospectus Supplement this Indenture (any such change or amendment, a “Change in Tax Law”), the Company or, if the applicable Relevant Jurisdiction became a payment were then due under Relevant Jurisdiction on a Guaranteedate after the date of this Indenture, such later date). Notwithstanding the relevant Guarantorforegoing, would no such notice of redemption may be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.given:

Optional Tax Redemption. (a) The Company mayNotes may be redeemed, at the option of the Company’s or the Parent Guarantor’s option, redeem the Notes in whole but not in part, at any time, upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice (in accordance with the procedures set forth in Section 12.1(b) of the Indenture) to each Holder of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the aggregate principal amount of the Notes then outstanding thereof, plus accrued and unpaid interest on thereon, if any, to the principal amount being redeemed (redemption date, premium, if any, and all Additional Amounts, if any) to (but excluding) the Redemption Date, which otherwise would be payable, if (i) as a result of (i) any amendment to, or change in, the laws or amendment to, the laws, treaties, treaties (or any regulations or rulings promulgated thereunder) of a jurisdiction Relevant Taxing Jurisdiction or (ii) any amendment to or change in which the Company an official interpretation or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any regarding such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company orCompany, if a payment were then due under with respect to the Notes, or any Guarantor, with respect to a Guarantee, pays or on the next Interest Payment Date would be obligated to pay more than de minimis Additional Amounts in respect of any Note or such Guarantee pursuant to the terms and conditions thereof which obligation cannot be avoided by the taking of reasonable measures available to it (for the avoidance of doubt, neither the Company nor any Guarantor shall be entitled to redeem the Notes pursuant to the foregoing provisions as a consequence of the European Council Savings Directive or any law implementing or complying with, or introduced in order to conform to, such Directive); provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company or any Guarantor, as the case may be, would be obligated to pay such Additional Amounts were a payment in respect of the Notes then due and payable and (b) at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. The Change in Tax Law must become effective on or after the date of the Offering Memorandum or in the case of any Guarantor after the date such entity makes payment on the Notes. Prior to the giving of any notice of redemption pursuant to this provision, the Company or the relevant Guarantor, would be required as the case may be, will deliver to the Trustee (a) an Officers’ Certificate of the Company or such Guarantor 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 the Company so to redeem have occurred and (b) an Opinion of Counsel qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Company or such Guarantor, as the case may be, has been or will become obligated to pay such Additional Amounts as a result of a Change in Tax Law, and (ii) that such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent . The Trustee shall accept such Additional Amounts arise solely certificate and opinion as a result sufficient evidence of satisfaction of the Company assigning its obligations under conditions described above, in which event it shall be conclusive and binding on the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent GuarantorHolders.

Optional Tax Redemption. (a) The Company Securities may, subject to prior confirmation of the FSA (if such confirmation is required under the Applicable Banking Regulations), be redeemed at the option of the Company’s or the Parent Guarantor’s option, redeem the Notes in whole whole, but not in part, upon at any time, on not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice, at a redemption price equal to 100% of the principal amount Current Principal Amount of the Notes then outstanding plus Securities on the date fixed for redemption (together with accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Datedate fixed for redemption and Additional Amounts, if (i) any), if the Company determines prior to giving notice of redemption that, as a result of any change in, or amendment to, the laws, treaties, laws (or any regulations or rulings promulgated thereunder) of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident Japan (or any political subdivision or any taxing authority thereof or therein having power to taxof Japan) affecting taxation, or any change in the interpretation, official position regarding the application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment judgment, or order by a court of competent jurisdiction) ), which change, amendment, application or interpretation becomes effective on or after the Date of the Prospectus Supplement [ ], (any such change or amendment, a “Change in Tax Law”), i) the Company oris, if a or on the next interest payment were then due under a Guaranteedate would be, the relevant Guarantor, would be required to pay any Additional Amounts and in respect of Japanese Taxes, or (ii) any interest on the Securities ceases to be treated as being a deductible expense for the purpose of the Company’s corporate tax, and, in each case of (i) or (ii) above, such obligation event cannot be avoided by the Company or the relevant Guarantor taking reasonable measures reasonably available to itthe Company; provided, howeverthat in the case of (i) above, that the Notes may not no such notice of redemption shall be redeemed given earlier than 90 days prior to the extent earliest date on which the Company would be obligated to make such payment of Additional Amounts arise solely as if a result payment in respect of the Securities were then due. Prior to making any notice of redemption of the Securities pursuant to the foregoing, the Company will deliver to the Trustee a certificate signed by a Responsible Officer of the Company assigning its obligations under stating that the Notes conditions precedent to a Substitute Company (such redemption have been fulfilled and an 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 defined in Section 801 sufficient evidence of the Indenture)satisfaction of the conditions precedent described above, unless such assignment to a Substitute Company is undertaken as part in which event it shall be conclusive and binding on the Holders of a plan of merger by the Parent GuarantorSecurities.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.

Optional Tax Redemption. (a) The Company mayIssuer is entitled to redeemed the Notes at its option, at the Company’s or the Parent Guarantor’s optionany time, redeem the Notes in as a whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice as provided in the Indenture (which notice shall also be published or delivered in a manner as required by the applicable rules of any internationally recognized stock exchange on which the Notes are then listed to the noteholders (which notice will be irrevocable)), at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of Holders of record on the principal amount being redeemed (relevant Record Date to receive interest due on the relevant Interest Payment Date), and all Additional Amounts, if any, then due and which will become due on the redemption date if the Issuer determines and certifies to the Trustee (as described in clause (a) of the next paragraph) immediately prior to (but excluding) the Redemption Date, if (i) giving of such notice that as a result of any change in, or amendment toChange of Tax Law, the lawsIssuer or a Subsidiary Guarantor (as the case may be) has become or on the next interest payment date would become obligated, treatiesfor reasons outside its control and after taking reasonable measures available to it to avoid such obligation, regulations or rulings of a jurisdiction to pay Additional Amounts in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration respect of any note pursuant to the terms and conditions thereof; provided that the Issuer or a Subsidiary Guarantor (as the case may be) shall not be required to change the jurisdiction of its organization to avoid any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court obligation. The Change of competent jurisdiction) which becomes Tax Law must become effective on or after the Date date of the Prospectus Supplement this Indenture (any such change or amendment, a “Change in Tax Law”), the Company or, if the applicable Relevant Jurisdiction became a payment were then due under Relevant Jurisdiction on a Guaranteedate after the date of this Indenture, such later date). Notwithstanding the relevant Guarantorforegoing, would no such notice of redemption may be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.given:

Optional Tax Redemption. (a) The Company Securities may, subject to prior confirmation of the FSA (if such confirmation is required under the Applicable Banking Regulations), be redeemed at the option of the Company’s or the Parent Guarantor’s option, redeem the Notes in whole whole, but not in part, upon at any time, on not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice, notice at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus Securities on the date fixed for redemption (together with accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Datedate fixed for redemption and Additional Amounts, if (i) any), if the Company determines prior to giving notice of redemption that, as a result of any change in, or amendment to, the laws, treaties, laws (or any regulations or rulings promulgated thereunder) of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident Japan (or any political subdivision or any taxing authority thereof or therein having power to taxof Japan) affecting taxation, or any change in the interpretation, official position regarding the application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment judgment, or order by a court of competent jurisdiction) ), which change, amendment, application or interpretation becomes effective on or after the Date of the Prospectus Supplement [ ], (any such change or amendment, a “Change in Tax Law”), i) the Company oris, if a or on the next interest payment were then due under a Guaranteedate would be, the relevant Guarantor, would be required to pay any Additional Amounts and in respect of Japanese Taxes, or (ii) any interest on the Securities ceases to be treated as being a deductible expense for the purpose of the Company’s corporate tax, and, in each case of (i) or (ii) above, such obligation 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 earliest date on which the Company or would be obligated to make such payment of Additional Amounts if a payment in respect of the relevant Guarantor taking reasonable measures available Securities were then due. Prior to it; provided, however, that making any notice of redemption of the Notes may not be redeemed Securities pursuant to the extent such Additional Amounts arise solely as foregoing, the Company will deliver to the Trustee a result certificate signed by a Responsible Officer of the Company assigning its obligations under stating that the Notes conditions precedent to a Substitute Company (such redemption have been fulfilled and an 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 defined in Section 801 sufficient evidence of the Indenture)satisfaction of the conditions precedent described above, unless such assignment to a Substitute Company is undertaken as part in which event it shall be conclusive and binding on the Holders of a plan of merger by the Parent GuarantorSecurities.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes Securities of this series in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such Exhibit A change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes Securities of this series to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities were then due.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes Securities in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Exhibit A Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes Securities to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities were then due.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes Securities of this series in whole whole, but not in part, upon not less than thirty ten (3010) nor more than sixty (60) days’ prior notice, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes Securities of this series to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier than ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities of this series were then due. The foregoing provisions shall apply mutatis mutandis to any successor person, after such successor person becomes a party to the Indenture.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes then outstanding Outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of or any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.

Optional Tax Redemption. (a) The Company may, Securities may be redeemed at the Company’s or election of the Parent Guarantor’s optionIssuer, redeem the Notes in whole as a whole, but not in part, upon by the giving of notice not more than 60 days nor less than thirty (30) nor more than sixty (60) days’ prior notice30 days as provided in Section 11.4, at a redemption price equal to 100% of the outstanding principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all thereof, together with Additional Amounts, if any) , and accrued interest, if any, to (but excluding) the Redemption Date, if (ia) the Issuer satisfies the Trustee that it has or will become obligated to pay Additional Amounts on the Securities, as a result of any change in, or amendment to, the laws, treaties, laws or regulations or rulings of a jurisdiction in which the Company Taxing Jurisdiction, or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretation, application or administration interpretation of any such lawslaws or regulations, treaties, regulations which change or rulings (including a holding, judgment or order by a court of competent jurisdiction) which amendment becomes effective (subject to Section 9.1) on or after the Date date of original issuance of the Prospectus Supplement (any such change or amendmentSecurities, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (iib) such obligation cannot be avoided by the Company or the relevant Guarantor Issuer taking reasonable measures available to it; provided, however, that the Notes may not no such notice of redemption shall be redeemed given earlier than 90 days prior to the extent earliest date on which the Issuer would be obligated to pay such Additional Amounts arise solely as were a result payment in respect of the Company assigning its obligations under Securities then due. Prior to the Notes publication of any notice of redemption of such Securities pursuant to a Substitute Company (this Indenture, the Issuer will deliver to the Trustee an Officers' Certificate stating that the obligation to pay such Additional Amounts cannot be avoided by the Issuer taking reasonable measures available to it, and the Trustee shall accept such certificate as defined in Section 801 sufficient evidence of the Indenture)condition precedent set forth in clause (b) above, unless and such assignment to a Substitute Company is undertaken as part certificate shall be conclusive and binding on the Holders of a plan of merger by the Parent GuarantorSecurities.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes Securities of this series in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes Securities of this series to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities were then due.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, Issuer may redeem the Notes Notes, in whole but not in part, at its discretion at any time upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice to the holders of the Notes (which notice will be irrevocable and given in accordance with the procedures described in Sections 3.02 and 3.03 hereof), at a redemption price equal to 100% of the outstanding principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest on interest, if any, to the principal amount being redeemed date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts, Amounts (if any) to (but excluding) then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise (subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any change in, or amendment to, amount would be payable in respect of the laws, treaties, regulations or rulings of a jurisdiction in which the Company Notes or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Note Guarantee, the Issuer or the relevant Guarantor, Guarantor is or would be required to pay Additional Amounts and (ii) but, in the case of any Guarantor, only if the payment giving rise to such obligation requirement cannot be avoided made by the Company Issuer or another Guarantor who can pay such amount, through the use of reasonable measures available to it, without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available to it; providedit (provided that changing the jurisdiction of the Issuer or any Guarantor is not a reasonable measure for purpose of this Section 3.08), however, that and the Notes may not be redeemed to the extent such Additional Amounts arise solely requirement arises as a result of the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.of:

Optional Tax Redemption. (a) The Company mayNotes may be redeemed, at the Company’s or option of the Parent Guarantor’s optionIssuer, redeem the Notes in as a whole but not in part, at any time, upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice as provided in Section 3.03 hereof (which notice shall also be published or delivered in a manner as required by the applicable rules of any international recognized stock exchange on which the Notes are then listed to Holders of the Notes (which notice will be irrevocable)), at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued interest (if any) to the Redemption Date, and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Redemption Date, Date if the Issuer determines and certifies to the Trustee (as described in clause (i) of the next paragraph) immediately prior to the giving of such notice that as a result of (1) any amendment to, or change in, the laws or amendment to, the laws, treaties, treaties (or any regulations or rulings promulgated thereunder) of a jurisdiction Relevant Jurisdiction (as defined in which the Company or any Guarantor is incorporated, organizedclause (a) of Section 4.05 hereof) affecting taxation, or otherwise tax resident (2) any amendment to or change in any political subdivision official position regarding the interpretation or any authority thereof application of such laws or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date (each of the Prospectus Supplement (any such change or amendment, 1) and (2) a “Change in of Tax Law”), the Company orIssuer or a Subsidiary Guarantor (as the case may be) has become or on the next Interest Payment Date would become obligated, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts for reasons outside its control and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor after taking reasonable measures available to itit to avoid such obligation, to pay Additional Amounts in respect of any Note pursuant to the terms and conditions thereof); provided, however, provided that the Notes Issuer or a Subsidiary Guarantor (as the case may be) shall not be redeemed required to change the extent jurisdiction of its organization to avoid any such Additional Amounts arise solely as a result obligation. The Change of Tax Law must become effective on or after the date of the Company assigning its obligations under Offering Circular (or, if the Notes to applicable Relevant Jurisdiction became a Substitute Company (as defined in Section 801 Relevant Jurisdiction on a date after the date of the IndentureOffering Circular, such later date). Notwithstanding the foregoing, unless no such assignment to a Substitute Company is undertaken as part notice of a plan of merger by the Parent Guarantor.redemption may be given:

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty ten (3010) nor more than sixty (60) days’ prior noticenotice to Holders, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxtax (each, a “Relevant Taxing Jurisdiction”), or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.