Common use of Optional Tax Redemption Clause in Contracts

Optional Tax Redemption. The Securities of any series may be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided herein, at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if, as a result of any change in or amendment to the laws or any regulations or ruling promulgated thereunder of any jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes, or any change in the official application or interpretation of such laws, regulations or 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) is a party (a "Change in Tax Law"), which becomes effective on or after the original issue date of such Securities, the Guarantor is or would be required on the next succeeding Interest Payment Date to pay additional amounts with respect to the Securities as described under Section 1306, and the payment of such additional amounts cannot be avoided by the use of any reasonable measures available to the Guarantor. The Securities of any series may also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (as described in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption price.

Optional Tax Redemption. The Securities of any series Notes may be redeemed at the option of o the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' ’ notice given as provided hereinin the Indenture, at any time at a redemption price Redemption Price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if, as a result of any change in or amendment to the laws or any regulations or ruling promulgated thereunder of any the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor Company is resident for tax purposes, purposes or any change in the official application or interpretation of such laws, regulations or 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 tax authority) is a party (a "“Change in Tax Law"”), which becomes effective on or after the original issue date of such Securitiesthe Indenture, the Guarantor Company is or would be required on the next succeeding Interest Payment Date to pay additional amounts with respect to the Securities Notes as described under Section 1306, 10.1 of the Indenture and the payment of such additional amounts cannot be avoided by the use of any reasonable measures available to the GuarantorCompany. The Securities of any series Notes may also be redeemed at the option of the GuarantorCompany, in whole but not in part, upon not less than 30 days nor more than 60 days' ’ notice given as provided herein in the Indenture at any time at a redemption price Redemption Price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor Company or into which the Guarantor Company is merged or to which the Guarantor Company conveys, transfers or leases its properties and assets substantially as an entirety entirety, or that succeeds to all of the Company’s rights and obligations under the Notes and the Indenture pursuant to any scheme of arrangement or other transaction, is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidationtransfer, amalgamation, merger, conveyance, transfer or lease, scheme of arrangement or other transaction, is or would be required on the next succeeding Interest Payment Date to pay additional amounts (as described in under Section 130610.1 of the Indenture) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor Company will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306under “Payment of additional amounts” below) resulting from the payment of such redemption priceRedemption Price.

Optional Tax Redemption. The (a) Unless otherwise established in accordance with Section 2.03, the Securities of any series may be redeemed at the option of the GuarantorIssuer, in whole whole, but not in part, upon subject to prior confirmation of the FSA, if such confirmation is required under the Applicable Capital Adequacy Regulations, at any time, on giving not less than 30 ten Business Days nor more than 60 days' ’ notice given of redemption to the Holders of the series to be redeemed and to the Trustee (which notice shall conform, as provided hereinapplicable, to the additional notice requirements set forth in Section 11.05) at a redemption price equal to 100% of the principal amount thereof (except for Current Principal Amount of the relevant series of Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to on the date fixed for redemption iftogether with any accrued and unpaid interest (including Additional Amounts with respect thereto, if any) to (but excluding) the date fixed for redemption if (i) the Issuer is or will be obliged to pay Additional Amounts with respect to the Securities of such series or (ii) there is more than an insubstantial risk that, for Japanese corporate tax purposes, any portion of the interest payable on the Securities of such series is not or will not be deductible from the Issuer’s taxable income or is or will be required to be deducted from the amount to be excluded from the Issuer’s taxable gross receipts, in each case of (i) and (ii) above, as a result of any change in in, or amendment to to, the laws or any regulations of Japan or ruling promulgated thereunder of any jurisdiction (or of any political subdivision or taxing any authority thereof or therein) in which the Guarantor is resident for tax purposestherein having power to tax, or any change in the official application or official interpretation of such lawslaws or regulations, regulations or rulings, or any which 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) is a party (a "Change in Tax Law"), which becomes effective on or after the original issue date of such the issuance of the relevant series of Securities, the Guarantor is or would be required on the next succeeding Interest Payment Date to pay additional amounts with respect to the Securities as described under Section 1306, and the payment of provided such additional amounts obligation cannot be avoided by the use Issuer through the taking of any reasonable measures available to the Guarantor. The Securities of any series may also be redeemed at the option of the GuarantorIssuer; and provided further that, in whole but not in partthe case of (i) above, upon not less no such notice of redemption shall be given sooner than 30 90 days nor more than 60 days' notice given as provided herein at a redemption price equal prior to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the earliest date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into on which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, Issuer would be obliged to pay additional amounts (as described in Section 1306) such Additional Amounts were a payment then due in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption pricerelevant Securities.

Optional Tax Redemption. The Securities of Company may at its option at any series may be redeemed at the option of the Guarantor, in whole but not in parttime, upon giving not less than 30 nor more than 60 days' notice given as provided hereinto Holders, redeem all (but not less than all) of the Notes then outstanding, at a redemption price equal to 100% of the aggregate outstanding principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at thereof, together with any Additional Amounts then due and that will become due on the redemption price set forth in such Securities) plus date as a result of the redemption and accrued and unpaid interest to the date fixed for redemption ifdate, if (1) as a result of any change in in, or amendment to to, the laws (or any regulations or ruling rulings promulgated thereunder thereunder) of any jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposesrelevant Tax Jurisdiction, or any change in the official application application, administration or interpretation of such laws, regulations or rulings, or any change rulings in the official application relevant Tax Jurisdiction, the Company or interpretation ofthe relevant Guarantor, as applicable, has or will become obligated to pay any execution Additional Amounts on the Notes in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or amendment to, any treaty or treaties affecting taxation to which such jurisdiction deduction of Mexican taxes at a rate of 4.9 percent (or such political subdivision or taxing authority) is a party (a "Change in Tax LawExcess Additional Amounts"), which becomes effective (2) such change or amendment is announced on or after the original issue Issue Date (or, if the relevant Tax Jurisdiction has changed since the date of such Securitiesthe Indenture, the Guarantor is or date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction under the Indenture), (3) such obligation would be required on have arisen absent a further issuance of the next succeeding Interest Payment Date to pay additional amounts with respect Notes pursuant to the Securities as described under Section 1306, Indenture; and the payment of (4) and such additional amounts obligation cannot be avoided by the use of any Company or the relevant Guarantor, as applicable, taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made); provided, however, that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company or the relevant Guarantor, as applicable, would be obliged to pay such Excess Additional Amounts. Prior to the giving of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee (1) an Officers' Certificate stating that the conditions precedent to the right of the Company to so redeem have occurred and that the obligation to pay Excess Additional Amounts cannot be avoided by the Company by taking commercially reasonable measures available to it, and (2) a written opinion of independent legal counsel of recognized standing in the relevant Tax Jurisdiction to the effect that the Company has become obligated to pay Excess Additional Amounts as a result of a change or amendment described above. The Securities of foregoing provisions will apply mutatis mutandis to any series may also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal successor Person to the principal amount thereof (except for Securities issued at Company after such successor Person becomes a price representing a discount from party to this Indenture. Notices of redemption hereunder will be given in accordance with the principal amount payable at maturity which may be redeemed at the redemption price provisions set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (as described in under Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption price3.03 .

Optional Tax Redemption. (a) The Securities of any series Notes may be redeemed at the option of the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided hereindays notice, at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if, as a result if after the date on which Section 2 of this Note becomes applicable (the "RELEVANT DATE") there has occurred any change in or amendment to the laws (or any regulations or ruling official rulings promulgated thereunder thereunder) of any jurisdiction the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes), or any change in or amendment to the official application or interpretation of such laws, regulations or 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) is a party rulings (a "Change in Tax LawCHANGE IN TAX LAW"), ) which becomes effective on or after the original issue date Relevant Date, as a result of such Securities, which the Guarantor Company is or would be so required on the next succeeding Interest Payment Date to pay additional amounts Additional Amounts with respect to the Securities Notes as described under Section 13062 hereof with respect to withholding taxes imposed by the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that (i) this paragraph shall not apply to the extent that, at the Relevant Date it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the Relevant Date, (ii) 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 Notes then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such additional amounts Additional Amounts cannot be avoided by the use of any reasonable measures available to the Guarantor. The Securities of any series may also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (as described in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceCompany.

Optional Tax Redemption. The Securities of any series may Notes will be redeemed redeemable, at the option of Issuer's or the Guarantor's option, in whole whole, but not in part, upon giving not less than 30 nor more than 60 days' notice given as provided hereinto the Holders, with a copy to the Trustee (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) thereof, plus accrued interest and any Additional Amounts payable with respect thereto, only if the Issuer or the Guarantor has or shall become obligated to the date fixed for redemption ifpay Additional Amounts (x) with respect to such Notes, as a result of any change in in, or amendment to to, the laws laws, treaties, or any regulations of the Cayman Islands or ruling promulgated thereunder of any jurisdiction (Brazil or of any political subdivision or taxing governmental authority thereof or therein) in which the Guarantor is resident for tax purposestherein having power to tax, or any change in the official application or official interpretation of such laws, treaties or regulations, or (y) with respect to the Guaranty, in excess of the Additional Amounts that the Guarantor would pay if payments by it were subject to deduction or withholding at a rate of 15%, or 25% in the case of beneficiaries located in tax haven jurisdictions for purposes of Brazilian tax law, in each case determined without regard to any interest, fees, penalties or other similar additions to tax, as a result of any change in, or amendment to, the laws, treaties or regulations of the Cayman Islands, Brazil or rulingsany political subdivision or governmental authority thereof or therein having power to tax, or any change in the official application or official interpretation ofof such laws, treaties or any execution of regulations, which change or amendment to, any treaty (either in clause (x) or treaties affecting taxation to which such jurisdiction (or such political subdivision or taxing authorityy)) is a party (a "Change in Tax Law"), which becomes effective on or after the original issue date of such Securities, the Guarantor is or would be required on the next succeeding Interest Payment Date to pay additional amounts with respect to the Securities as described under Section 1306, and the payment of such additional amounts cannot be avoided by the use of any reasonable measures available to the Guarantor. The Securities of any series may also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring occurs after the date of issuance of the Notes. No such consolidation, amalgamation, merger, conveyance, transfer notice of redemption will be given earlier than 60 days prior to the earliest date on which the Issuer or lease, the Guarantor would be obligated to pay additional amounts (as described in Section 1306) such Additional Amounts if a payment in respect of such Notes or the Guaranty were then due. Prior to the publication or mailing of any taxnotice of redemption of the Notes as described above, assessment the Issuer or governmental charge imposed on any Holderthe Guarantor shall deliver to the Trustee an opinion of an independent legal counsel of recognized standing stating that the Issuer or the Guarantor would be obligated to pay Additional Amounts due to the changes in tax laws, treaties or regulations or in the application or official interpretation thereof. The Guarantor Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent set forth above, in which event it will also pay, or make available for payment, to Holders be conclusive and binding on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceHolders.

Optional Tax Redemption. The Securities of any series Notes may be redeemed at the option of o the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' ’ notice given as provided hereinin the Indenture, at any time at a redemption price Redemption Price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if, as a result of any change in or amendment to the laws or any regulations or ruling promulgated thereunder of any the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor Company is resident for tax purposes, purposes or any change in the official application or interpretation of such laws, regulations or 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 tax authority) is a party (a "“Change in Tax Law"”), which becomes effective on or after the original issue date of such Securitiesthe Indenture, the Guarantor Company is or would be required on the next succeeding Interest Payment Date to pay additional amounts with respect to the Securities Notes as described under Section 1306, 10.1 of the Indenture and the payment of such additional amounts cannot be avoided by the use of any reasonable measures available to the GuarantorCompany. The Securities of any series Notes may also be redeemed at the option of the GuarantorCompany, in whole but not in part, upon not less than 30 days nor more than 60 days' ’ notice given as provided herein in the Indenture at any time at a redemption price Redemption Price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor Company or into which the Guarantor Company is merged or to which the Guarantor Company conveys, transfers or leases its properties and assets substantially as an entirety entirety, or that succeeds to all of the Company’s rights and obligations under the Notes and the Indenture pursuant to any scheme of arrangement or other transaction, is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidationtransfer, amalgamation, merger, conveyance, transfer or lease, scheme of arrangement or other transaction, is or would be required on the next succeeding Interest Payment Date to pay additional amounts (as described in under Section 130610.1 of the Indenture) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor Company will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306under “Payment of additional amounts” below) resulting from the payment of such redemption price.

Optional Tax Redemption. (a) The Securities of any series Notes may be redeemed at the option of the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided hereindays notice, at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if, as a result if after the date on which Section 2 of this Note becomes applicable (the "Relevant Date") there has occurred any change in or amendment to the laws (or any regulations or ruling official rulings promulgated thereunder thereunder) of any jurisdiction the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes), or any change in or amendment to the official application or interpretation of such laws, regulations or 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) is a party rulings (a "Change in Tax Law"), ) which becomes effective on or after the original issue date Relevant Date, as a result of such Securities, which the Guarantor Company is or would be so required on the next succeeding Interest Payment Date to pay additional amounts Additional Amounts with respect to the Securities Notes as described under Section 13062 hereof with respect to withholding taxes imposed by the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "Withholding Tax") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the B-6 205 Relevant Date, provided, however, that (i) this paragraph shall not apply to the extent that, at the Relevant Date it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the Relevant Date, (ii) 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 Notes then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such additional amounts Additional Amounts cannot be avoided by the use of any reasonable measures available to the Guarantor. The Securities of any series may also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (as described in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceCompany.

Optional Tax Redemption. (a) The Securities of any series Notes may be redeemed at the option of the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided hereindays notice, at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest and Liquidated Damages, if any, to the date fixed for redemption if, as a result if after the date on which Section 3 of this Note becomes applicable (the "RELEVANT DATE") there has occurred any change in or amendment to the laws (or any regulations or ruling official rulings promulgated thereunder thereunder) of any jurisdiction the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein), or any change in or amendment to the official application or interpretation of such laws, regulation or rulings (a "CHANGE IN TAX LAW") which becomes effective after the Relevant Date, as a result of which the Company is or would be so required on the next succeeding Interest Payment Date to pay Additional Amounts with respect to the Notes as described under Section 3 hereof with respect to withholding taxes imposed by the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes, or any change in the official application or interpretation of such laws, regulations or 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) is a party (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that (i) this paragraph shall not apply to the extent that, at the Relevant Date it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law")Law in the United Kingdom, which becomes effective on the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the original issue Relevant Date, (ii) no such notice of redemption may be given earlier than 90 days prior to the earliest date of such Securities, on which the Guarantor is or Company would be required on the next succeeding Interest Payment Date obliged to pay additional amounts with such Additional Amounts were a payment in respect of the Notes then due, (iii) at the time such notice of redemption is given, such obligation to the Securities as described under Section 1306, pay such Additional Amount remains in effect and (iv) the payment of such additional amounts Additional Amounts cannot be avoided by the use of any reasonable measures available to the GuarantorCompany. The Securities of any series Notes may also be redeemed at the option of the Guarantorredeemed, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest and Liquidated Damages, if any, to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation consolidation, amalgamation, reorganization or amalgamation reconstruction (or other similar arrangement) of the Guarantor Company or the Person into which the Guarantor Company is merged after the Relevant Date or to which the Guarantor Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "SUBSEQUENT CONSOLIDATION") is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, Subsequent Consolidation to pay additional amounts (Additional Amounts with respect to Notes with respect to Withholding Tax as described in under Section 13063 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) in respect of any tax, assessment at which Withholding Tax was or governmental charge would have been imposed on any Holderthe date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Guarantor Company will also pay, or make available for payment, to Holders on the redemption date Redemption Date any additional amounts Additional Amounts (as described described, but subject to the exceptions referred to, in Section 13063 hereof) resulting from the payment of such redemption priceRedemption Price.

Optional Tax Redemption. The Securities of any series Issuer may be redeemed at redeem the option of the GuarantorNotes, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided herein, at its discretion at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus thereof, together with accrued and unpaid interest to the date fixed by the Issuer for redemption ifif (1) on the next date on which any amount would be payable in respect of the Notes, the Issuer or any Subsidiary Guarantor is or would be required (i) to pay Additional Amounts with respect to the Notes (or in the case of the Subsidiary Guarantors, the Note Guarantees) in excess of the Additional Amounts that it would pay if payments in respect of the Notes (or in the case of the Subsidiary Guarantors, the Note Guarantees) were subject to deduction or withholding at a rate of 4.99% generally (excluding any value-added taxes) determined without regard to any interest, fees, penalties or other additions to tax, or (ii) to make a payment to indemnify a Holder of Notes in respect of Peruvian value-added taxes, as a result of any change in in, expiration of or amendment to to, the laws law of the relevant Tax Jurisdiction or any regulations or ruling rulings promulgated thereunder of any jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposesthereunder, or any change in the official interpretation or official application or interpretation of such laws, regulations or 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) the relevant Tax Jurisdiction is a party (a "Change in Tax Law")party, which change, expiration, amendment or treaty becomes effective on or after the original issue later of the date of such Securities, the Guarantor is or would be required on the next succeeding Interest Payment Date to pay additional amounts with respect to the Securities as described under Section 1306, Indenture and the payment of date the relevant jurisdiction became a Tax Jurisdiction and (2) such additional amounts requirement cannot be avoided by the use of any Issuer taking reasonable measures; provided that for this purpose reasonable measures available shall not include any change in the Issuer’s jurisdiction of organization or location of its principal executive office. For the avoidance of doubt, reasonable measures may include a change in the jurisdiction of a Paying Agent; provided that such change shall not require the Issuer to incur material additional costs or legal or regulatory burdens. The Issuer shall not give any such notice of redemption earlier than 60 days prior to the Guarantor. The Securities of any series may also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the earliest date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into on which the Issuer or any Subsidiary Guarantor is merged would be obligated to make such payment or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as withholding if a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (as described in Section 1306) payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any taxnotice of redemption of the Notes pursuant to the foregoing, assessment the Issuer shall deliver the Trustee an Opinion of Counsel to the effect that there has been such change, expiration, amendment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, treaty which would entitle the Issuer to Holders on redeem the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceNotes hereunder.

Optional Tax Redemption. The Securities of any series Notes may be redeemed at the option of the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided hereindays notice, at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if, as a result if after the date on which Section 3 of this Note becomes applicable (the "RELEVANT DATE") there has occurred any change in or amendment to the laws (or any regulations or ruling official rulings promulgated thereunder thereunder) of any jurisdiction the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein), or any change in or amendment to the official application or interpretation of such laws, regulation or rulings (a "CHANGE IN TAX LAW") which becomes effective after the Relevant Date, as a result of which the Company is or would be so required on the next succeeding Interest Payment Date to pay Additional Amounts with respect to the Notes as described under Section 3 hereof with respect to withholding taxes imposed by the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes, or any change in the official application or interpretation of such laws, regulations or 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) is a party (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that (i) this paragraph shall not apply to the extent that, at the Relevant Date it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law")Law in the United Kingdom, which becomes effective on the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the original issue Relevant Date, (ii) no such notice of redemption may be given earlier than 90 days prior to the earliest date of such Securities, on which the Guarantor is or Company would be required on the next succeeding Interest Payment Date obliged to pay additional amounts with such Additional Amounts were a payment in respect of the Notes then due, (iii) at the time such notice of redemption is given, such obligation to the Securities as described under Section 1306, pay such Additional Amount remains in effect and (iv) the payment of such additional amounts Additional Amounts cannot be avoided by the use of any reasonable measures available to the GuarantorCompany. The Securities of any series Notes may also be redeemed at the option of the Guarantorredeemed, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation consolidation, amalgamation, reorganization or amalgamation reconstruction (or other similar arrangement) of the Guarantor Company or the Person into which the Guarantor Company is merged after the Relevant Date or to which the Guarantor Company conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (as described in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. Relevant The Guarantor Company will also pay, or make available for payment, to Holders on the redemption date Redemption Date any additional amounts Additional Amounts (as described described, but subject to the exceptions referred to, in Section 13063 hereof) resulting from the payment of such redemption priceRedemption Price.

Optional Tax Redemption. The Securities of any series Notes may be redeemed at the option of the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided hereindays notice, at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if, as a result if after the date on which Section 3 of this Note becomes applicable (the "RELEVANT DATE") there has occurred any change in or amendment to the laws (or any regulations or ruling official rulings promulgated thereunder thereunder) of any jurisdiction the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein), or any change in or amendment to the official application or interpretation of such laws, regulation or rulings (a "CHANGE IN TAX LAW") which becomes effective after the Relevant Date, as a result of which the Company is or would be so required on the next succeeding Interest Payment Date to pay Additional Amounts with respect to the Notes as described under Section 3 hereof with respect to withholding taxes imposed by the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes, or any change in the official application or interpretation of such laws, regulations or 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) is a party (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that (i) this paragraph shall not apply to the extent that, at the Relevant Date it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law")Law in the United Kingdom, which becomes effective on the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the original issue Relevant Date, (ii) no such notice of redemption may be given earlier than 90 days prior to the earliest date of such Securities, on which the Guarantor is or Company would be required on the next succeeding Interest Payment Date obliged to pay additional amounts with such Additional Amounts were a payment in respect of the Notes then due, (iii) at the time such notice of redemption is given, such obligation to the Securities as described under Section 1306, pay such Additional Amount remains in effect and (iv) the payment of such additional amounts Additional Amounts cannot be avoided by the use of any reasonable measures available to the GuarantorCompany. The Securities of any series Notes may also be redeemed at the option of the Guarantorredeemed, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation consolidation, amalgamation, reorganization or amalgamation reconstruction (or other similar arrangement) of the Guarantor Company or the Person into which the Guarantor Company is merged after the Relevant Date or to which the Guarantor Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "SUBSEQUENT CONSOLIDATION") is required, as A-7 76 a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, Subsequent Consolidation to pay additional amounts (Additional Amounts with respect to Notes with respect to Withholding Tax as described in under Section 13063 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) in respect of any tax, assessment at which Withholding Tax was or governmental charge would have been imposed on any Holderthe date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Guarantor Company will also pay, or make available for payment, to Holders on the redemption date Redemption Date any additional amounts Additional Amounts (as described described, but subject to the exceptions referred to, in Section 13063 hereof) resulting from the payment of such redemption priceRedemption Price.

Optional Tax Redemption. (a) The Securities of any series Senior Notes may be redeemed at the option of the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided hereindays notice, at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if, as a result if after the date on which Section 3 of this Senior Note becomes applicable (the "Relevant Date") there has occurred any change in or amendment to the laws (or any regulations or ruling official rulings promulgated thereunder thereunder) of any jurisdiction the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein), or any change in or amendment to the official application or interpretation of such laws, regulation or rulings (a "Change in Tax Law") which becomes effective after the Relevant Date, as a result of which the Company is or would be so required on the next succeeding Interest Payment Date to pay Additional Amounts with respect to the Senior Notes as described under Section 3 hereof with respect to withholding taxes imposed by the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes, or any change in the official application or interpretation of such laws, regulations or 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) is a party (a "Withholding Tax") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that (i) this paragraph shall not apply to the extent that, at the Relevant Date it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law")Law in the United Kingdom, which becomes effective on the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the original issue Relevant Date, (ii) no such notice of redemption may be given earlier than 90 days prior to the earliest date of such Securities, on which the Guarantor is or Company would be required on the next succeeding Interest Payment Date obliged to pay additional amounts with such Additional Amounts were a payment in respect of the Senior Notes then due, (iii) at the time such notice of redemption is given, such obligation to the Securities as described under Section 1306, pay such Additional Amount remains in effect and (iv) the payment of such additional amounts Additional Amounts cannot be avoided by the use of any reasonable measures available to the GuarantorCompany. The Securities of any series Senior Notes may also be redeemed at the option of the Guarantorredeemed, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation consolidation, amalgamation, reorganization or amalgamation reconstruction (or other similar arrangement) of the Guarantor Company or the Person into which the Guarantor Company is merged after the Relevant Date or to which the Guarantor Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "Subsequent Consolidation") is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, Subsequent Consolidation to pay additional amounts (Additional Amounts with respect to Senior Notes with respect to Withholding Tax as described in under Section 13063 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) in respect of any tax, assessment at which Withholding Tax was or governmental charge would have been imposed on any Holderthe date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Guarantor Company will also pay, or make available for payment, to Holders on the redemption date Redemption Date any additional amounts Additional Amounts (as described described, but subject to the exceptions referred to, in Section 13063 hereof) resulting from the payment of such redemption priceRedemption Price.

Optional Tax Redemption. The Securities of any series may be redeemed Company may, at the option of the Guarantorits option, in whole redeem all, but not in part, upon not less than 30 all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days' ’ notice given as provided hereinto the Holders of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount thereof of the Notes, plus accrued and unpaid interest thereon to (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at but not including) the redemption price set forth in such Securities) plus accrued interest to the date fixed for date. This redemption if, applies only if as a result of any amendment to, or change in or amendment to in, the laws or treaties (including any rulings, protocols or regulations promulgated thereunder) of a Taxing Jurisdiction (or, in the case of Additional Amounts payable by a successor Person to the Company or ruling promulgated thereunder a Guarantor of any such Notes, of the jurisdiction (in which such successor Person is organized or of is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) in which the Guarantor is resident for tax purposes, or any amendment to or change in any official position concerning the official interpretation, administration or application or interpretation of such laws, regulations or treaties, rulings, protocols or any change in the official application or interpretation of, or any execution regulations (including a holding by a court of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction (or such political subdivision or taxing authority) is a party (a "Change in Tax Law"competent jurisdiction), which becomes amendment or change is effective on or after the original issue date Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such SecuritiesNotes, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company or a Guarantor is of such Notes has become or would be required will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next succeeding Interest Payment Date to pay additional amounts date on which any amount would be payable with respect to the Securities as described under Section 1306, such Notes and the payment Company or such Guarantor determines in good faith that such obligation cannot be avoided (provided changing the jurisdiction of the Company is not a reasonable measure for purposes of Section 3.09 of the Indenture) by the use of reasonable measures available to the Company or such Guarantor. No such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or a Guarantor of such additional amounts Notes would be obligated to pay such Additional Amounts were a payment in respect of such Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to providing any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company has determined in good faith that the Company is entitled to effect such redemption and that the obligation of the Company or a Guarantor to pay Additional Amounts cannot be avoided by the use of any reasonable measures available to the Guarantor. The Securities Company or such Guarantor and (ii) an Opinion of any series may also be redeemed at Counsel to the option of effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change referred to in whole but not in part, upon not less than 30 days nor more than 60 days' notice given the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation sufficient evidence of the Guarantor or into which existence and satisfaction of the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (conditions precedent as described above, in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor which event it will also pay, or make available for payment, to Holders be conclusive and binding on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceHolders.

Optional Tax Redemption. The Securities of any series may also be redeemed redeemed, at the option of the GuarantorCompany, in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice given as provided hereinto the Holders (which notice shall be irrevocable), at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus thereof, together with accrued interest and unpaid interest, if any, to the date fixed by the Company for redemption if(a "Tax Redemption Date") and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in in, or amendment to to, the laws or any regulations or ruling promulgated thereunder of any jurisdiction treaties (or any regulations, protocols or rulings promulgated thereunder) of the United Kingdom (or any political subdivision or taxing authority thereof of the United Kingdom) affecting taxation, which change or thereinamendment becomes effective on or after the Issue Date, (ii) in which the Guarantor is resident for tax purposes, or any change in position regarding the official application application, administration or interpretation of such laws, treaties, regulations or rulingsrulings (including a holding, judgment or any change in the official order by a court of competent jurisdiction), which change, amendment, 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) is a party (a "Change in Tax Law"), which becomes effective on or after the original issue date Issue Date or (iii) the issuance of such SecuritiesDefinitive Securities due to (A) DTC being at any time unwilling or unable to continue as or ceasing to be a clearing agency registered under the Exchange Act, and a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Company within 90 days or (B) the Depositary being at any time unwilling or unable to continue as a Depositary and a successor Depositary is not able to be appointed by the Company within 90 days, the Guarantor is Company is, or would be required on the next succeeding Interest Payment Date interest payment date would be, required to pay additional amounts with respect to the Securities as described under Section 1306Additional Amounts, and the Company determines that such payment of such additional amounts obligation cannot be avoided by the use Company taking reasonable measures. Notwithstanding the foregoing, no such notice of any reasonable measures available redemption shall be given earlier than 90 days prior to the Guarantor. The Securities of any series may also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the earliest date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into on which the Guarantor is merged Company would be obligated to make such payment or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as withholding if a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (as described in Section 1306) payment in respect of the Securities were then due. Prior to the publication or, where relevant, mailing of any taxnotice of redemption of the Securities pursuant to the foregoing, assessment or governmental charge imposed on any Holderthe Company will deliver to the Trustee an opinion of a tax counsel reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of Trustee shall accept such redemption price.opinion as

Optional Tax Redemption. The Securities of any series may also be redeemed redeemed, at the option of the GuarantorCompany, in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice given as provided hereinto the Holders (which notice shall be irrevocable), at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus thereof, together with accrued interest and unpaid interest, if any, to the date fixed by the Company for redemption if(a "Tax Redemption Date") and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in in, or amendment to to, the laws or any regulations or ruling promulgated thereunder of any jurisdiction treaties (or any regulations, protocols or rulings promulgated thereunder) of the United Kingdom (or any political subdivision or taxing authority thereof of the United Kingdom) affecting taxation, which change or thereinamendment becomes effective on or after the Issue Date, (ii) in which the Guarantor is resident for tax purposes, or any change in position regarding the official application application, administration or interpretation of such laws, treaties, regulations or rulingsrulings (including a holding, judgment or any change in the official order by a court of competent jurisdiction), which change, amendment, 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) is a party (a "Change in Tax Law"), which becomes effective on or after the original issue date Issue Date or (iii) the issuance of such SecuritiesDefinitive Securities due to (A) DTC being at any time unwilling or unable to continue as or ceasing to be a clearing agency registered under the Exchange Act, and a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Company within 90 days or (B) the Depositary being at any time unwilling or unable to continue as a Depositary and a successor Depositary is not able to be appointed by the Company within 90 days, the Guarantor is Company is, or would be required on the next succeeding Interest Payment Date interest payment date would be, required to pay additional amounts with respect to the Securities as described under Section 1306Additional Amounts, and the Company determines that such payment of such additional amounts obligation cannot be avoided by the use Company taking reasonable measures. Notwithstanding the foregoing, no such notice of any reasonable measures available redemption shall be given earlier than 90 days prior to the Guarantor. The Securities of any series may also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the earliest date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into on which the Guarantor is merged Company would be obligated to make such payment or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as withholding if a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (as described in Section 1306) payment in respect of the Securities were then due. Prior to the publication or, where relevant, mailing of any taxnotice of redemption of the Securities pursuant to the foregoing, assessment or governmental charge imposed on any Holderthe Company will deliver to the Trustee an opinion of a tax counsel reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Guarantor will also payTrustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, or make available for payment, to Holders in which event it shall be conclusive and binding on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceHolders.

Optional Tax Redemption. The Securities of any series may be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 nor more than 60 days' ’ notice given as provided herein, at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if, as a result of any change in or amendment to the laws or any regulations or ruling promulgated thereunder of any jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes, or any change in the official application or interpretation of such laws, regulations or 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) is a party (a "“Change in Tax Law"”), which becomes effective on or after the original issue date of such Securities, the Guarantor is or would be required on the next succeeding Interest Payment Date to pay additional amounts with respect to the Securities as described under Section 1306, and the payment of such additional amounts cannot be avoided by the use of any reasonable measures available to the Guarantor. The Securities of any series may also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' ’ notice given as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (as described in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption price.

Optional Tax Redemption. (a) The Securities of any series Notes may be redeemed at the option of the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided hereindays notice, at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if, as a result if after the date on which Section 3 of this Note becomes applicable (the "Relevant Date") there has occurred any change in or amendment to the laws (or any regulations or ruling official rulings promulgated thereunder thereunder) of any jurisdiction the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein), or any change in or amendment to the official application or interpretation of such laws, regulation or rulings (a "Change in Tax Law") which becomes effective after the Relevant Date, as a result of which the Company is or would be so required on the next succeeding Interest Payment Date to pay Additional Amounts with respect to the Notes as described under Section 3 hereof with respect to withholding taxes imposed by the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes, or any change in the official application or interpretation of such laws, regulations or 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) is a party (a "Withholding Tax") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that (i) this paragraph shall not apply to the extent that, at the Relevant Date it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law")Law in the United Kingdom, which becomes effective on the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the original issue Relevant Date, (ii) no such notice of redemption may be given earlier than 90 days prior to the earliest date of such Securities, on which the Guarantor is or Company would be required on the next succeeding Interest Payment Date obliged to pay additional amounts with such Additional Amounts were a payment in respect of the Notes then due, (iii) at the time such notice of redemption is given, such obligation to the Securities as described under Section 1306, pay such Additional Amount remains in effect and (iv) the payment of such additional amounts Additional Amounts cannot be avoided by the use of any reasonable measures available to the GuarantorCompany. The Securities of any series Notes may also be redeemed at the option of the Guarantorredeemed, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation consolidation, amalgamation, reorganization or amalgamation reconstruction (or other similar arrangement) of the Guarantor Company or the Person into which the Guarantor A-8 191 Company is merged after the Relevant Date or to which the Guarantor Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "Subsequent Consolidation") is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, Subsequent Consolidation to pay additional amounts (Additional Amounts with respect to Notes with respect to Withholding Tax as described in under Section 13063 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) in respect of any tax, assessment at which Withholding Tax was or governmental charge would have been imposed on any Holderthe date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Guarantor Company will also pay, or make available for payment, to Holders on the redemption date Redemption Date any additional amounts Additional Amounts (as described described, but subject to the exceptions referred to, in Section 13063 hereof) resulting from the payment of such redemption priceRedemption Price.

Optional Tax Redemption. (a) The Securities of any series Senior Notes may be redeemed at ----------------------- the option of the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided hereindays notice, at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if, as a result if after the date on which Section 2 of this Senior Note becomes applicable (the "Relevant Date") there has occurred any change in or amendment to the laws (or any regulations or ruling official rulings promulgated thereunder thereunder) of any jurisdiction the United Kingdom (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes), or any change in or amendment to the official application or interpretation of such laws, regulations or 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) is a party rulings (a "Change in Tax Law"), ) which becomes effective on or after the original issue date Relevant Date, as a result of such Securities, which the Guarantor Company is or would be so required on the next succeeding Interest Payment Date to pay additional amounts Additional Amounts with respect to the Securities Senior Notes as described under Section 13062 hereof with respect to withholding taxes imposed by the United Kingdom (or any political subdivision or taxing authority thereof or therein) (a "U.K. Withholding Tax') and such U.K. Withholding Tax is imposed at a rate that exceeds the rate (if any) at which U.K. Withholding Tax was imposed on the Relevant Date, provided, however, that (i) this paragraph shall not apply to the -------- ------- extent that, at the Relevant Date it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom been sought, that a change in Tax Law in the United Kingdom was to occur after the Relevant Date, (ii) no such notice of redemption may be given earlier than 90 days 84 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 Notes then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such additional amounts Additional Amounts cannot be avoided by the use of any reasonable measures available to the Guarantor. The Securities of any series may also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (as described in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceCompany.

Optional Tax Redemption. (a) The Securities of any series Senior Notes may be redeemed at the option of the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided hereindays notice, at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if, as a result if after the date on which Section 2 of this Senior Note becomes applicable (the "Relevant Date") there has occurred any change in or amendment to the laws (or any regulations or ruling official rulings promulgated thereunder thereunder) of any jurisdiction the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes), or any change in or amendment to the official application or interpretation of such laws, regulations or 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) is a party rulings (a "Change in Tax Law"), ) which becomes effective on or after the original issue date Relevant Date, as a result of such Securities, which the Guarantor Company is or would be so required on the next succeeding Interest Payment Date to pay additional amounts Additional Amounts with respect to the Securities Senior Notes as described under Section 13062 hereof with respect to withholding taxes imposed by the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "Withholding Tax') and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that (i) this paragraph shall not apply to the extent that, at the Relevant Date it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the Relevant Date, (ii) 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 Notes then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such additional amounts Additional Amounts cannot be avoided by the use of any reasonable measures available to the Guarantor. The Securities of any series may also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (as described in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceCompany.

Optional Tax Redemption. The Securities of any series may be redeemed Company may, at the option of Company’s or the Parent Guarantor’s option, redeem the Securities in whole whole, but not in part, upon not less than 30 thirty (30) nor more than 60 sixty (60) days' notice given as provided herein’ prior notice, at a redemption price equal to 100% of the principal amount thereof (except for of the Securities issued at a price representing a discount from then outstanding plus accrued and unpaid interest on the principal amount payable at maturity which may be being redeemed at (and all Additional Amounts, if any) to (but excluding) the redemption price set forth in such SecuritiesRedemption Date, if (i) plus accrued interest to the date fixed for redemption if, as a result of any change in in, or amendment to to, the laws laws, treaties, regulations or rulings of a jurisdiction in which the Company or any regulations Guarantor is incorporated, organized, or ruling promulgated thereunder of any jurisdiction (otherwise tax resident or of any political subdivision or taxing any authority thereof or therein) in which the Guarantor is resident for tax purposestherein having power to tax, or any change in the official interpretation, application or interpretation of administration or any such laws, treaties, regulations or rulingsrulings (including a holding, judgment or any change in the official application or interpretation of, or any execution order by a court of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction (or such political subdivision or taxing authoritycompetent jurisdiction) is a party (a "Change in Tax Law"), which becomes effective on or after the original issue date of Original Issue Date (any such Securitieschange or amendment, a “Change in Tax Law”), the Guarantor is or Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required on the next succeeding Interest Payment Date to pay additional amounts with respect to the Securities as described under Section 1306, Additional Amounts and the payment of (ii) such additional amounts obligation cannot be avoided by the use of any Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. The Securities Prior to the, mailing of any series may also be redeemed at notice of redemption pursuant to this Section, the option of Company or the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal relevant Guarantor will deliver to the principal amount thereof (except for Securities issued at 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 price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth result in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date of such consolidation, amalgamation, merger, conveyance, transfer on which the Company or lease, the relevant Guarantor would be obligated to pay additional amounts (as described in Section 1306) Additional Amounts if a payment in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceSecurities were then due.

Optional Tax Redemption. The Securities of any series may be redeemed at the option of the GuarantorIssuer, in whole whole, but not in part, upon subject to prior confirmation of the FSA, if such confirmation is required under the Applicable Capital Adequacy Regulations, at any time, on giving not less than 30 ten Business Days nor more than 60 days' ’ notice given of redemption to the Holders of the Securities to be redeemed and to the Trustee (which notice shall conform, as provided hereinapplicable, to the additional notice requirements set forth in the Indenture) at a redemption price equal to 100% of the principal amount thereof (except for Current Principal Amount of the Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to on the date fixed for redemption iftogether with any accrued and unpaid interest (including Additional Amounts with respect thereto, if any) to (but excluding) the date fixed for redemption if (i) the Issuer is or will be obliged to pay Additional Amounts with respect to the Securities or (ii) there is more than an insubstantial risk that, for Japanese corporate tax purposes, any portion of the interest payable on the Securities is not or will not be deductible from the Issuer’s taxable income or is or will be required to be deducted from the amount to be excluded from the Issuer’s taxable gross receipts, in each case of (i) and (ii) above, as a result of any change in in, or amendment to to, the laws or any regulations of Japan or ruling promulgated thereunder of any jurisdiction (or of any political subdivision or taxing any authority thereof or therein) in which the Guarantor is resident for tax purposestherein having power to tax, or any change in the official application or official interpretation of such lawslaws or regulations, regulations or rulings, or any which 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) is a party (a "Change in Tax Law"), which becomes effective on or after the original issue date of such the issuance of the Securities, the Guarantor is or would be required on the next succeeding Interest Payment Date to pay additional amounts with respect to the Securities as described under Section 1306, and the payment of provided such additional amounts obligation cannot be avoided by the use Issuer through the taking of any reasonable measures available to the Guarantor. The Securities of any series may also be redeemed at the option of the GuarantorIssuer; and provided further that, in whole but not in partthe case of (i) above, upon not less no such notice of redemption shall be given sooner than 30 90 days nor more than 60 days' notice given as provided herein at a redemption price equal prior to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the earliest date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into on which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, Issuer would be obliged to pay additional amounts (as described in Section 1306) such Additional Amounts were a payment then due in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption pricerelevant Securities.

Optional Tax Redemption. The Securities of any series Issuer may be redeemed at redeem the option of the GuarantorNotes, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided herein, at its discretion at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus thereof, together with accrued and unpaid interest to the date fixed by the Issuer for redemption ifif (1) on the next date on which any amount would be payable in respect of the Notes, the Issuer or any Subsidiary Guarantor is or would be required (i) to pay Additional Amounts with respect to the Notes (or in the case of the Subsidiary Guarantors, the Note Guarantees) in excess of the Additional Amounts that it would pay if payments in respect of the Notes (or in the case of the Subsidiary Guarantors, the Note Guarantees) were subject to deduction or withholding at a rate of 4.99% generally (excluding any value-added taxes) determined without regard to any interest, fees, penalties or other additions to tax, or (ii) to make a payment to indemnify a Holder of Notes in respect of Peruvian value-added taxes, as a result of any change in in, expiration of or amendment to to, the laws law of the relevant Tax Jurisdiction or any regulations or ruling rulings promulgated thereunder of any jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposesthereunder, or any change in the official interpretation or official application or interpretation of such laws, regulations or 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) the relevant Tax Jurisdiction is a party (a "Change in Tax Law")party, which change, expiration, amendment or treaty becomes effective on or after the original issue later of the date of such Securities, the Guarantor is or would be required on the next succeeding Interest Payment Date to pay additional amounts with respect to the Securities as described under Section 1306, this Indenture and the payment of date the relevant jurisdiction became a Tax Jurisdiction and (2) such additional amounts requirement cannot be avoided by the use of any Issuer taking reasonable measures; provided that for this purpose reasonable measures available shall not include any change in the Issuer’s jurisdiction of organization or location of its principal executive office. For the avoidance of doubt, reasonable measures may include a change in the jurisdiction of a Paying Agent; provided that such change shall not require the Issuer to incur material additional costs or legal or regulatory burdens. The Issuer shall not give any such notice of redemption earlier than 60 days prior to the Guarantor. The Securities of any series may also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the earliest date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into on which the Issuer or any Subsidiary Guarantor is merged would be obligated to make such payment or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as withholding if a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (as described in Section 1306) payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any taxnotice of redemption of the Notes pursuant to the foregoing, assessment the Issuer shall deliver the Trustee an Opinion of Counsel to the effect that there has been such change, expiration, amendment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, treaty which would entitle the Issuer to Holders on redeem the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceNotes hereunder.

Optional Tax Redemption. The Securities of any series may be redeemed Company may, at the option of the Guarantorits option, in whole redeem all, but not in part, upon not less than 30 all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days' ’ notice given as provided hereinto the Holders of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount thereof of the Notes, plus accrued and unpaid interest thereon to (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at but not including) the redemption price set forth in such Securities) plus accrued interest to the date fixed for date. This redemption if, applies only if as a result of any amendment to, or change in or amendment to in, the laws or treaties (including any rulings, protocols or regulations promulgated thereunder) of a Taxing Jurisdiction (or, in the case of Additional Amounts payable by a successor Person to the Company or ruling promulgated thereunder a Guarantor of any such Notes, of the jurisdiction (in which such successor Person is organized or of is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) in which the Guarantor is resident for tax purposes, or any amendment to or change in any official position concerning the official interpretation, administration or application or interpretation of such laws, regulations or treaties, rulings, protocols or any change in the official application or interpretation of, or any execution regulations (including a holding by a court of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction (or such political subdivision or taxing authority) is a party (a "Change in Tax Law"competent jurisdiction), which becomes amendment or change is effective on or after the original issue date Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such SecuritiesNotes, the date on which such successor Person became such pursuant to applicable provisions of this Indenture), the Company or a Guarantor is of such Notes has become or would be required will become obligated to pay Additional Amounts (as described in Section 3.07) on the next succeeding Interest Payment Date to pay additional amounts date on which any amount would be payable with respect to the Securities as described under Section 1306, such Notes and the payment Company or such Guarantor determines in good faith that such obligation cannot be avoided (provided changing the jurisdiction of the Company is not a reasonable measure for purposes of this Section 3.09) by the use of reasonable measures available to the Company or such Guarantor. No such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or a Guarantor of such additional amounts Notes would be obligated to pay such Additional Amounts were a payment in respect of such Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to providing any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company has determined in good faith that the Company is entitled to effect such redemption and that the obligation of the Company or a Guarantor to pay Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company or such Guarantor. The Securities , and (ii) an Opinion of any series may also be redeemed at Counsel to the option of effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change referred to in whole but not in part, upon not less than 30 days nor more than 60 days' notice given the preceding paragraph. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation sufficient evidence of the Guarantor or into which existence and satisfaction of the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (conditions precedent as described above, in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor which event it will also pay, or make available for payment, to Holders be conclusive and binding on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceHolders.

Optional Tax Redemption. The Securities of Issuer may, at its option, at any series may be redeemed at the option of the Guarantortime redeem, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided herein, the Notes at a redemption price equal to 100% of the Outstanding principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) thereof, plus accrued interest and unpaid interest, if any, to the date fixed for redemption ifRedemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, to the Redemption Date, if as a result of: (1) any amendment to, or change in, the laws (or rules or regulations promulgated thereunder) of a Relevant Taxing Jurisdiction, or (2) any amendment to or change in an official interpretation or amendment to the laws or any regulations or ruling promulgated thereunder of any jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes, or any change in the official application or interpretation of regarding such laws, rules or regulations (including a holding, judgment or rulings, order by a court or any change in the official application or interpretation of, or any execution administrative body of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction (or such political subdivision or taxing authority) is a party (a "Change in Tax Law"competent jurisdiction), which amendment, change, interpretation or application is proposed and becomes effective on or after the original issue date of such SecuritiesIssue Date, the Guarantor is Issuer has become or would be required become obligated to pay, on or before the next succeeding Interest Payment Date to pay additional amounts date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of those attributable to Taxes that are imposed, deducted or withheld at a rate of 4.95% (or such lower rate as may be contemplated by any regulation issued by the Securities as described National Executive or new law enacted by the Venezuelan National Assembly or decision by the President of Venezuela exempting payments of interest under Section 1306, the Notes from Venezuelan income tax or reducing the current 4.95% income tax withholding rate) on or from any payments of interest under the Notes and the payment of such additional amounts obligations cannot be avoided by the use of any taking commercially reasonable measures available to the GuarantorIssuer (which, for the avoidance of doubt, do not include changing the jurisdiction of incorporation of the Issuer); provided that: (h) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts were a payment in respect of the Notes then due and payable, and (i) at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. The Securities No such redemption shall be effective unless and until the Principal Paying Agent receives the amount payable upon redemption as set forth above. Immediately prior to the publication of any series may also be redeemed at notice of redemption pursuant to this provision, the option Issuer will deliver to the Trustee and the Principal Paying Agent: (i) an Officer’s Certificate (A) stating that (y) the amendment, change, interpretation or application as a result of which the Issuer has or will become obligated to pay such Additional Amounts is effective with respect to all companies in the Relevant Taxing Jurisdiction and (z) the Issuer is entitled to effect such redemption and (B) setting forth a statement of facts showing that the conditions precedent to the right of the GuarantorIssuer so to redeem have occurred, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal to the principal amount thereof and (except for Securities issued at a price representing a discount from the principal amount payable at maturity ii) an Opinion of Counsel (which may be redeemed at the redemption price set forth in such SecuritiesIssuer’s counsel) plus accrued interest to the date fixed for redemption if effect that (y) the Person formed by Issuer has or will become obligated to pay such Additional Amounts as a consolidation result of such amendment, change, interpretation or amalgamation application and (z) the amendment, change, interpretation or application as a result of the Guarantor or into which the Guarantor is merged Issuer has or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, will become obligated to pay additional amounts (as described such Additional Amounts is effective with respect to all companies in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceRelevant Taxing Jurisdiction.

Optional Tax Redemption. The Securities of any series Notes may be redeemed at the option of the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided hereindays notice, at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if, as a result if after the date on which Section 2 of this Note becomes applicable (the "RELEVANT DATE") there has occurred any change in or amendment to the laws (or any regulations or ruling official rulings promulgated thereunder thereunder) of any jurisdiction the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes), or any change in or amendment to the official application or interpretation of such laws, regulations or 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) is a party rulings (a "Change in Tax LawCHANGE IN TAX LAW"), ) which becomes effective on or after the original issue date Relevant Date, as a result of such Securities, which the Guarantor Company is or would be so required on the next succeeding Interest Payment Date to pay additional amounts Additional Amounts with respect to the Securities Notes as described under Section 13062 hereof with respect to withholding taxes imposed by the United Kingdom, the Netherlands, the Xxxxxxxxxxx Xxxxxxxx, Xxxxxxx xx the Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that (i) this paragraph shall not apply to the extent that, at the Relevant Date it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the Relevant Date, (ii) 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 Notes then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such additional amounts Additional Amounts cannot be avoided by the use of any reasonable measures available to the GuarantorCompany. The Securities of any series Notes may also be redeemed at the option of the Guarantorredeemed, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation consolidation, amalgamation, reorganization or amalgamation reconstruction (or other similar arrangement) of the Guarantor Company or the Person into which the Guarantor Company is merged after the Relevant Date or to which the Guarantor Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "SUBSEQUENT CONSOLIDATION") is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, Subsequent Consolidation to pay additional amounts (Additional Amounts with respect to Notes with respect to Withholding Tax as described in under Section 13062 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) in respect of any tax, assessment at which Withholding Tax was or governmental charge would have been imposed on any Holderthe date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Guarantor Company will also pay, or make available for payment, to Holders on the redemption date Redemption Date any additional amounts Additional Amounts (as described described, but subject to the exceptions referred to, in Section 13062 hereof) resulting from the payment of such redemption priceRedemption Price.

Optional Tax Redemption. The Securities of On and at any series time after July 19, 2021, the Notes may be redeemed at the option of the Guarantorredeemed, in whole but not in part, upon not less than 30 nor more than 60 days' at the Issuer’s election with the prior approval of the SEFC, or any other then-applicable Argentine Governmental Authority, as required, by the giving of notice given as provided hereinin the Indenture, at a redemption price equal to 100% of the outstanding principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) thereof, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, together with any Additional Amounts (subject to the date fixed for redemption rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if, as a result of any change in in, or amendment to to, the laws (or any regulations or ruling rulings promulgated thereunder thereunder) or treaties of any jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposesa Relevant Jurisdiction, or any change in the official application application, administration or interpretation of such laws, regulations regulations, rulings or rulingstreaties in a Relevant Jurisdiction, the Issuer has or any will become obligated to pay Additional Amounts on the Notes, if such 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) is a party (a "Change in Tax Law"), which becomes effective announced on or after the original issue Closing Date (or in the case of a Relevant Tax imposed by a jurisdiction that first becomes a Relevant Jurisdiction on a date of after the Closing Date, after such Securities, the Guarantor is or would be required on the next succeeding Interest Payment Date to pay additional amounts with respect to the Securities as described under Section 1306, date) and the payment of such additional amounts obligation cannot be avoided by the use of any Issuer taking reasonable measures available to it (it being understood that changing the Guarantor. The Securities of any series may also be redeemed at the option jurisdiction of the GuarantorPaying Agent shall be a reasonable measure but changing the jurisdiction of the Issuer shall not be a reasonable measure); provided, in whole but not in parthowever, upon not less that no such notice of redemption shall be given earlier than 30 90 days nor more than 60 days' notice given as provided herein at a redemption price equal prior to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the earliest date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into on which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, Issuer would be obligated to pay additional amounts (as described in Section 1306) such Additional Amounts, were a payment in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceNotes then due.

Optional Tax Redemption. The Securities of any series may Notes will be redeemed redeemable, at the option of the GuarantorSeven Seas, in whole whole, but not in part, upon giving not less than 30 nor more than 60 days' notice given as provided hereinto the Holders (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) thereof, premium, if any, plus accrued interest and unpaid interest, Liquidated Damages and Additional Amounts, if any, to the date fixed for redemption ifredemption, if (i) as a result of any change in or amendment to the laws laws, treaties, regulations or rulings of Canada, the Cayman Islands, Colombia or any regulations other jurisdiction with which Seven Seas or ruling promulgated thereunder of any Guarantor has any connection (including any jurisdiction from or through which payments under the Notes or the Subsidiary Guarantees are made) or any political subdivision or authority therein or thereof having power to tax, (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes, or any change in official position regarding the official application or interpretation of such laws, treaties, regulations or rulingsrulings (including a holding, judgment or any change in the official application or interpretation of, or any execution order by a court of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction (or such political subdivision or taxing authoritycompetent jurisdiction) that is a party (a "Change in Tax Law"), which proposed and becomes effective on or after the original issue date of such Securitiesthis Indenture, in making any payment due or to become due under the Guarantor Notes or this Indenture, Seven Seas is or would be required on the next succeeding Interest Payment Date interest payment date to pay additional amounts with respect to the Securities as described under Section 1306, Additional Amounts and the payment of (ii) such additional amounts obligation cannot be avoided by the use of any Seven Seas taking reasonable measures available to it (which shall not include the Guarantorsubstitution of another Person as obligor under the Notes). No such notice of redemption shall be given earlier than 90 days prior to the earliest date on which Seven Seas would be obligated to pay such Additional Amounts if a payment in respect of such Notes were then due. Prior to the publication or mailing of any notice of redemption of the Notes as described above, Seven Seas must deliver to the Trustee an Officers' Certificate to the effect that Seven Seas' obligation to pay Additional Amounts cannot be avoided by Seven Seas taking reasonable measures available to it. Seven Seas will also deliver an opinion of an independent legal counsel of recognized standing stating that Seven Seas would be obligated to pay Additional Amounts due to the changes in laws, treaties, regulations or rulings. The Securities of any series may also be redeemed at the option Trustee will accept such certificate and opinion as sufficient evidence of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal to satisfaction of the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price conditions precedent set forth in such Securitiesclauses (i) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into and (ii) above, in which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties event it will be conclusive and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (as described in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders binding on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceHolders.

Optional Tax Redemption. The Securities of any series new notes may be redeemed at the option of the GuarantorCompany’s election, in whole as a whole, but not in part, upon not less than 30 nor more than 60 days' by the giving of notice given as provided hereinin the indenture, at a redemption price equal to the outstanding principal amount thereof (except for Securities issued at thereof, together with any Additional Amounts then due and that will become due on the Redemption Date as a price representing a discount from the principal amount payable at maturity which may be redeemed at result of the redemption price set forth in such Securities) plus or otherwise and accrued and unpaid interest to the date fixed for redemption ifRedemption Date, if (1) as a result of any change in in, or amendment to to, the laws (or any regulations or ruling promulgated thereunder thereunder) of any jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposesrelevant Tax Jurisdiction, or any change in the official application application, administration or interpretation of such laws, laws or regulations or rulings, or any change in the official application relevant Tax Jurisdiction, the Company has or interpretation ofwill become obligated to pay on the next interest payment date any Additional Amounts on the new notes in excess of the Additional Amounts the Company would be obligated to pay if payments made on the new notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”), or any execution of (2) such change or amendment to, any treaty or treaties affecting taxation to which such jurisdiction (or such political subdivision or taxing authority) is a party (a "Change in Tax Law"), which becomes effective announced on or after the original issue date of such SecuritiesIssue Date (or, if later, the Guarantor is or date a jurisdiction becomes a relevant Tax Jurisdiction), (3) if there has been a further issuance, such obligation would be required on have arisen absent a further issuance of the next succeeding Interest Payment Date to pay additional amounts with respect new notes pursuant to the Securities as described under Section 1306indenture, and the payment of (4) such additional amounts obligation cannot be avoided by the use of any Company taking reasonable measures available to it (including, without limitation, changing the Guarantorjurisdiction from or through which payments are made); provided, however, that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company (or any relevant subsidiary guarantor, as applicable) would be obliged to pay such Excess Additional Amounts. The Securities Prior to the giving of any series may also be redeemed at the option notice of redemption of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal new notes pursuant to the principal amount thereof (except for Securities issued at a price representing a discount from foregoing, the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest Company will deliver to the date fixed for redemption if trustee (1) an officers’ certificate stating that the Person formed by a consolidation or amalgamation conditions precedent to the right of the Guarantor or into which Company to so redeem have occurred and that the Guarantor is merged or obligation to which pay Excess Additional Amounts cannot be avoided by the Guarantor conveysCompany by taking reasonable measures available to it, transfers or leases its properties and assets substantially as an entirety is required, (2) a written opinion of independent legal counsel of recognized standing in the relevant Tax Jurisdiction to the effect that the Company has become obligated to pay Excess Additional Amounts as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence result of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer change or lease, to pay additional amounts (as amendment described in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceabove.

Optional Tax Redemption. The Securities of any series Bonds may be redeemed at the option of the GuarantorCompany, in whole whole, but not in part, upon not less than 30 nor more than 60 days' notice given as provided hereinat any time, at a redemption price equal to 100% of the principal amount thereof amount, together with accrued and unpaid interest (except for Securities issued at a price representing a discount from including any Additional Amounts) to but excluding the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption Redemption Date, if, as a result of any change in in, or amendment to to, the laws (or any rules, regulations or ruling rulings promulgated thereunder thereunder) of any jurisdiction (Mexico or of any political subdivision thereof or any taxing authority thereof or therein) in which the Guarantor is resident for tax purposes, or any change in the application, administration or official application or interpretation of such laws, rules, regulations or rulingsrulings including the holding of a court of competent jurisdiction, the Company has, will or any change would become obligated to pay Additional Amounts in connection with payments on the official application Bonds in respect of Mexican Withholding Taxes imposed at a rate of withholding or interpretation of, or any execution deduction in excess of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction 10% (or such political subdivision or taxing authority) is a party (a "Change in Tax Law"the “Maximum Withholding Rate”), which change or amendment becomes effective on or after the original issue date of such Securities, the Guarantor is or would be required on the next succeeding Interest Payment Date to pay additional amounts with respect to the Securities as described under Section 1306this Indenture, and the payment of such additional amounts obligation cannot be avoided by the use of any Company taking reasonable measures available to the Guarantor. The Securities it; provided, however, that no such notice of any series may also redemption shall be redeemed at the option of the Guarantor, in whole but not in part, upon not less given earlier than 30 90 days nor more than 60 days' notice given as provided herein at a redemption price equal prior to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the earliest date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into on which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, Company would be obliged to pay additional amounts (as described in Section 1306) such Additional Amounts in respect of Mexican Withholding Taxes assessed at a rate above the Maximum Withholding Rate were a payment in respect of the Bonds then due. Prior to the giving of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the notice of redemption date any additional amounts (as described in Section 1306) resulting from the payment of such Bonds pursuant to this Section 11.1(a), the Company will deliver to the Trustee (i) an Officers’ Certificate stating that the Company is entitled to effect such redemption pricepursuant to this Section 11.1(a) and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred and (ii) an opinion of Counsel of independent Mexican counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts in respect of Mexican Taxes assessed at a rate above the Maximum Withholding Rate as a result of such change or amendment.

Optional Tax Redemption. The Securities of any series may be redeemed Company may, at the option of the Guarantorits option, in whole redeem all, but not in part, upon not less than 30 all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days' ’ notice given as provided hereinto the Holders of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount thereof of the Notes, plus accrued and unpaid interest thereon to (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at but not including) the redemption price set forth in such Securities) plus accrued interest to the date fixed for date. This redemption if, applies only if as a result of any amendment to, or change in or amendment to in, the laws or treaties (including any rulings, protocols or regulations promulgated thereunder) of a Taxing Jurisdiction (or, in the case of Additional Amounts payable by a successor Person to the Company or ruling promulgated thereunder a Guarantor of any such Notes, of the jurisdiction (in which such successor Person is organized or of is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) in which the Guarantor is resident for tax purposes, or any amendment to or change in any official position concerning the official interpretation, administration or application or interpretation of such laws, regulations or treaties, rulings, protocols or any change in the official application or interpretation of, or any execution regulations (including a holding by a court of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction (or such political subdivision or taxing authority) is a party (a "Change in Tax Law"competent jurisdiction), which becomes amendment or change is effective on or after the original issue date Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such SecuritiesNotes, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company or a Guarantor is of such Notes has become or would be required will become obligated to pay Additional Amounts (as described in Section 3.07 of the Indenture) on the next succeeding Interest Payment Date to pay additional amounts date on which any amount would be payable with respect to the Securities as described under Section 1306, such Notes and the payment Company or such Guarantor determines in good faith that such obligation cannot be avoided (provided changing the jurisdiction of the Company is not a reasonable measure for purposes of this section) by the use of reasonable measures available to the Company or such Guarantor. No such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or a Guarantor of such additional amounts Notes would be obligated to pay such Additional Amounts were a payment in respect of such Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to providing any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company has determined in good faith that the Company is entitled to effect such redemption and that the obligation of the Company or a Guarantor to pay Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company or such Guarantor. The Securities , and (ii) an Opinion of any series may also be redeemed at Counsel to the option of effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change referred to in whole but not in part, upon not less than 30 days nor more than 60 days' notice given the preceding paragraph. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation sufficient evidence of the Guarantor or into which existence and satisfaction of the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (conditions precedent as described above, in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor which event it will also pay, or make available for payment, to Holders be conclusive and binding on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceHolders.

Optional Tax Redemption. The (a) Unless otherwise established in accordance with Section 2.03, the Securities of any series may be redeemed at the option of the GuarantorIssuer, in whole whole, but not in part, upon subject to prior confirmation of the FSA, if such confirmation is required under the Applicable Banking Regulations, at any time, on giving not less than 30 nor more than 60 days' ’ notice given of redemption to the Holders of the series to be redeemed (which notice shall be irrevocable and shall conform, as provided hereinapplicable, to the additional notice requirements set forth in Section 11.04) at a redemption price equal to 100% of the principal amount thereof of the Securities together with any accrued and unpaid interest (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securitiesincluding Additional Amounts with respect thereto, if any) plus accrued interest to (but excluding) the date fixed for redemption ifif (i) the Issuer is or will be obliged to pay Additional Amounts or (ii) there is more than an insubstantial risk that, for Japanese corporate tax purposes, any portion of the interest payable on the Securities is not or will not be deductible from the Issuer’s taxable income or is or will be required to be deducted from the amount to be excluded from the Issuer’s taxable gross receipts, in each case of (i) and (ii) above, as a result of any change in in, or amendment to to, the laws or any regulations of Japan or ruling promulgated thereunder of any jurisdiction (or of any political subdivision or taxing any authority thereof or therein) in which the Guarantor is resident for tax purposestherein having power to tax, or any change in the official application or official interpretation of such lawslaws or regulations, regulations or rulings, or any which 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) is a party (a "Change in Tax Law"), which becomes effective on or after the original issue date of the issuance of the relevant series of Securities and such Securities, the Guarantor is or would be required on the next succeeding Interest Payment Date to pay additional amounts with respect to the Securities as described under Section 1306, and the payment of such additional amounts obligation cannot be avoided by the use Issuer through the taking of any reasonable measures available to the Guarantor. The Securities of any series may also be redeemed at the option of the GuarantorIssuer; provided that, in whole but not in partthe case of (i) above, upon not less no such notice of redemption shall be given sooner than 30 90 days nor more than 60 days' notice given as provided herein at a redemption price equal prior to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the earliest date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into on which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, Issuer would be obliged to pay additional amounts (as described in Section 1306) such Additional Amounts were a payment then due in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption pricerelevant Securities.

Optional Tax Redemption. The Securities of any series Notes may be redeemed at the option of o the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' ’ notice given as provided hereinin the Indenture, at any time at a redemption price Redemption Price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if, as a result of any change in or amendment to the laws or any regulations or ruling promulgated thereunder of any the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor Company is resident for tax purposes, purposes or any change in the official application or interpretation of such laws, regulations or 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 tax authority) is a party (a "“Change in Tax Law"”), which becomes effective on or after the original issue date of such Securitiesthe Indenture, the Guarantor Company is or would be required on the next succeeding Interest Payment Date to pay additional amounts Additional Amounts with respect to the Securities Notes as described under provided by Section 1306, 10.1 of the Indenture and the payment of such additional amounts Additional Amounts cannot be avoided by the use of any reasonable measures available to the GuarantorCompany. The Securities of any series Notes may also be redeemed at the option of the GuarantorCompany, in whole but not in part, upon not less than 30 days nor more than 60 days' ’ notice given as provided herein in the Indenture at any time at a redemption price Redemption Price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor Company or into which the Guarantor Company is merged or to which the Guarantor Company conveys, transfers or leases its properties and assets substantially as an entirety entirety, or that succeeds to all of the Company’s rights and obligations under the Notes and the Indenture pursuant to any scheme of arrangement or other transaction, is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidationtransfer, amalgamation, merger, conveyance, transfer or lease, scheme of arrangement or other transaction, is or would be required on the next succeeding Interest Payment Date to pay additional amounts Additional Amounts (as described in provided by Section 130610.1 of the Indenture) in respect of any tax, assessment or governmental charge imposed on any Holderholder. The Guarantor Company will also pay, or make available for payment, to Holders holders on the redemption date any additional amounts Additional Amounts (as described in provided by Section 130610.1 of the Indenture) resulting from the payment of such redemption priceRedemption Price.

Optional Tax Redemption. The Securities of any series Notes may be redeemed at the option of the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided hereindays notice, at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if, as a result if after the date on which Section 2 of this Note becomes applicable (the "RELEVANT DATE") there has occurred any change in or amendment to the laws (or any regulations or ruling official rulings promulgated thereunder thereunder) of any jurisdiction the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes), or any change in or amendment to the official application or interpretation of such laws, regulations or 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) is a party rulings (a "Change in Tax LawCHANGE IN TAX LAW"), ) which becomes effective on or after the original issue date Relevant Date, as a result of such Securities, which the Guarantor Company is or would be so required on the next succeeding Interest Payment Date to pay additional amounts Additional Amounts with respect to the Securities Notes as described under Section 13062 hereof with respect to withholding taxes imposed by the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that (i) this paragraph shall not apply to the extent that, at the Relevant Date it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the 00 Xxxxxxxxxxx Xxxxxxxx, Xxxxxxx xx the Cayman Islands, as the case may be, been sought, that a change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the Relevant Date, (ii) 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 Notes then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such additional amounts Additional Amounts cannot be avoided by the use of any reasonable measures available to the GuarantorCompany. The Securities of any series Notes may also be redeemed at the option of the Guarantorredeemed, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation consolidation, amalgamation, reorganization or amalgamation reconstruction (or other similar arrangement) of the Guarantor Company or the Person into which the Guarantor Company is merged after the Relevant Date or to which the Guarantor Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a ''SUBSEQUENT CONSOLIDATION'') is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, Subsequent Consolidation to pay additional amounts (Additional Amounts with respect to Notes with respect to Withholding Tax as described in under Section 13062 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) in respect of any tax, assessment at which Withholding Tax was or governmental charge would have been imposed on any Holderthe date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Guarantor Company will also pay, or make available for payment, to Holders on the redemption date Redemption Date any additional amounts Additional Amounts (as described described, but subject to the exceptions referred to, in Section 13062 hereof) resulting from the payment of such redemption priceRedemption Price.

Optional Tax Redemption. (a) The Securities of any series Notes may be redeemed at the option of the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided hereindays notice, at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if, as a result if after the date on which Section 3 of this Note becomes applicable (the "RELEVANT DATE") there has occurred any change in or amendment to the laws (or any regulations or ruling official rulings promulgated thereunder thereunder) of any jurisdiction the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein), or any change in or amendment to the official application or interpretation of such laws, regulation or rulings (a "CHANGE IN TAX LAW") which becomes effective after the Relevant Date, as a result of which the Company is or would be so required on the next succeeding Interest Payment Date to pay Additional Amounts with respect to the Notes as described under Section 3 hereof with respect to withholding taxes imposed by the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes, or any change in the official application or interpretation of such laws, regulations or 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) is a party (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that (i) this paragraph shall not apply to the extent that, at the Relevant Date it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law")Law in the United Kingdom, which becomes effective on the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the original issue Relevant Date, (ii) no such notice of redemption may be given earlier than 90 days prior to the earliest date of such Securities, on which the Guarantor is or Company would be required on the next succeeding Interest Payment Date obliged to pay additional amounts with such Additional Amounts were a payment in respect of the Notes then due, (iii) at the time such notice of redemption is given, such obligation to the Securities as described under Section 1306, pay such Additional Amount remains in effect and (iv) the payment of such additional amounts Additional Amounts cannot be avoided by the use of any reasonable measures available to the GuarantorCompany. The Securities of any series Notes may also be redeemed at the option of the Guarantorredeemed, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation consolidation, amalgamation, reorganization or amalgamation reconstruction (or other similar arrangement) of the Guarantor Company or the Person into which the Guarantor Company is merged after the Relevant Date or to which the Guarantor Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "SUBSEQUENT CONSOLIDATION") is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, Subsequent Consolidation to pay additional amounts (Additional Amounts with respect to Notes with respect to Withholding Tax as described in under Section 13063 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) in respect of any tax, assessment at which Withholding Tax was or governmental charge would have been imposed on any Holderthe date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Guarantor Company will also pay, or make available for payment, to Holders on the redemption date Redemption Date any additional amounts Additional Amounts (as described described, but subject to the exceptions referred to, in Section 13063 hereof) resulting from the payment of such redemption priceRedemption Price.

Optional Tax Redemption. The Securities of any series may be redeemed Company may, at the option of the Guarantorits option, in whole redeem all, but not in part, upon not less than 30 all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days' ’ notice given as provided hereinto the Holders of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount thereof of the Notes, plus accrued and unpaid interest thereon to (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at but not including) the redemption price set forth in such Securities) plus accrued interest to the date fixed for date. This redemption if, applies only if as a result of any amendment to, or change in or amendment to in, the laws or treaties (including any rulings, protocols or regulations promulgated thereunder) of a Taxing Jurisdiction (or, in the case of Additional Amounts payable by a successor Person to the Company or ruling promulgated thereunder a Guarantor of any such Notes, of the jurisdiction (in which such successor Person is organized or of is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) in which the Guarantor is resident for tax purposes, or any amendment to or change in any official position concerning the official interpretation, administration or application or interpretation of such laws, regulations or treaties, rulings, protocols or any change in the official application or interpretation of, or any execution regulations (including a holding by a court of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction (or such political subdivision or taxing authority) is a party (a "Change in Tax Law"competent jurisdiction), which becomes amendment or change is effective on or after the original issue date Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such SecuritiesNotes, the date on which such successor Person became such pursuant to applicable provisions of this Indenture), the Company or a Guarantor is of such Notes has become or would be required will become obligated to pay Additional Amounts in accordance with Section 3.07 on the next succeeding Interest Payment Date to pay additional amounts date on which any amount would be payable with respect to the Securities as described under Section 1306, such Notes and the payment Company or such Guarantor determines in good faith that such obligation cannot be avoided (provided changing the jurisdiction of the Company is not a reasonable measure for purposes of this Section 3.09) by the use of reasonable measures available to the Company or such Guarantor. No such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or a Guarantor of such additional amounts Notes would be obligated to pay such Additional Amounts were a payment in respect of such Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to providing any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company has determined in good faith that the Company is entitled to effect such redemption and that the obligation of the Company or a Guarantor to pay Additional Amounts cannot be avoided by the use of any reasonable measures available to the Guarantor. The Securities Company or such Guarantor and (ii) an Opinion of any series may also be redeemed at Counsel to the option of effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change referred to in whole but not in part, upon not less than 30 days nor more than 60 days' notice given the preceding paragraph of this Section 3.09. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation sufficient evidence of the Guarantor or into which existence and satisfaction of the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (conditions precedent as described above, in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor which event it will also pay, or make available for payment, to Holders be conclusive and binding on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceHolders.

Optional Tax Redemption. (a) The Securities of any series Senior Notes may be redeemed at ----------------------- the option of the GuarantorCompany, in whole but not in part, upon not less than 30 nor more than 60 days' notice given as provided hereindays notice, at any time at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued and unpaid interest to the date fixed for redemption if, as a result if after the date on which Section 3 of this Senior Note becomes applicable (the "Relevant Date") there has occurred any change in or amendment to the laws (or any regulations or ruling official rulings promulgated thereunder thereunder) of any jurisdiction the United Kingdom (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes), or any change in or amendment to the official application or interpretation of such laws, regulations regulation or 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) is a party rulings (a "Change in Tax Law"), ) which becomes effective on or after the original issue date Relevant Date, as a result of such Securities, which the Guarantor Company is or would be so required on the next succeeding Interest Payment Date to pay additional amounts Additional Amounts with respect to the Securities Senior Notes as described under Section 13063 hereof with respect to withholding taxes imposed by the United Kingdom (or any political subdivision or taxing authority thereof or therein)(a "U.K. Withholding Tax") and such U.K. Withholding Tax is imposed at a rate that exceeds the rate (if any) at which U.K. Withholding Tax was imposed on the Relevant Date, provided, however, that (i) this paragraph shall not apply to the extent that, at the Relevant Date it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom been sought, that a Change in Tax Law in the United Kingdom was to occur after the Relevant Date, (ii) 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 Notes then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such additional amounts Additional Amounts cannot be avoided by the use of any reasonable measures available to the Guarantor. The Securities of any series may also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal to the principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law occurring after the date of such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay additional amounts (as described in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the redemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption priceCompany.