Common use of Redemption for Tax Reasons Clause in Contracts

Redemption for Tax Reasons. The Issuer may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Issue Date of the Notes, the Issuer would be required to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b), provided that no such notice of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date.

Redemption for Tax Reasons. The Notes of this Series may be redeemed at a price or prices and on such terms as are indicated in the applicable Pricing Supplement at the option of the Issuer may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amounttime, together, if appropriate, with accrued but unpaid interest on giving not less than 30 nor more than 60 days’ notice to the Trustee and the Noteholders (but excluding) the date fixed for redemption under this Condition 6(bwhich notice shall be irrevocable), if the Issuer shall determine satisfies the Trustee that the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 11 or the Guarantor satisfies the Trustee that the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws (or any regulations of Hong Kong [or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated Cayman Islands]1 or any political subdivision thereof or therein or any authority thereof or therein having power to taxlevy tax therein, or any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Issue Date of Date, and that such obligation cannot be avoided by the NotesIssuer or, as the case may be, the Issuer would be required Guarantor taking reasonable measures available to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b)it, provided that no such notice of redemption shall be given earlier than 90 days prior to the effective earliest date on which the Issuer or the Guarantor (as the case may be) would be obliged to pay such additional amounts were a payment in respect of the Series of Notes or the Guarantee (as the case may be) then due. On the expiry of such change or amendment and that at notice the time Issuer shall be bound to redeem the Notes accordingly. Prior to the publication of any notice of such redemption is givenpursuant to this paragraph, such the Issuer shall deliver to the Trustee a certificate signed by two directors of the Issuer (or the Guarantor, as the case may be) stating that the obligation to pay such Additional Amounts remains in effect. From and after any redemption dateadditional amounts as referred to above cannot be avoided by the Issuer (or the Guarantor, if moneys for redemption of Notes shall have been made as the case may be) taking reasonable measures available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, it and the only right of the holders of such Notes and any Coupons appertaining thereto Trustee shall be entitled to receive payment of accept such certificate as sufficient evidence that such obligation cannot be avoided by the Early Redemption Amount andIssuer or, if appropriateas the case may be, all unpaid interest accrued to (but excluding) such redemption datethe Guarantor taking reasonable measures as required above in which event it shall be conclusive and binding on the Noteholders and the Couponholders.

Redemption for Tax Reasons. The Notes of this Series may be redeemed at a price or prices and on such terms as are indicated in the applicable Pricing Supplement at the option of the Issuer may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amounttime, together, if appropriate, with accrued but unpaid interest on giving not less than 30 nor more than 60 days’ notice to the Trustee and the Noteholders (but excluding) the date fixed for redemption under this Condition 6(bwhich notice shall be irrevocable), if the Issuer shall determine satisfies the Trustee that the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 11 or the Guarantor satisfies the Trustee that the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws (or any regulations of Hong Kong [or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated Cayman Islands]1 or any political subdivision thereof or therein or any authority thereof or therein having power to taxlevy tax therein, or any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Issue Date of Date, and that such obligation cannot be avoided by the NotesIssuer or, as the case may be, the Issuer would be required Guarantor taking reasonable measures available to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b)it, provided that no such 1 Delete if MTR Corporation Limited is the Issuer. notice of redemption shall be given earlier than 90 days prior to the effective earliest date on which the Issuer or the Guarantor (as the case may be) would be obliged to pay such additional amounts were a payment in respect of the Series of Notes or the Guarantee (as the case may be) then due. On the expiry of such change or amendment and that at notice the time Issuer shall be bound to redeem the Notes accordingly. Prior to the publication of any notice of such redemption is givenpursuant to this paragraph, such the Issuer shall deliver to the Trustee a certificate signed by two directors of the Issuer (or the Guarantor, as the case may be) stating that the obligation to pay such Additional Amounts remains in effect. From and after any redemption dateadditional amounts as referred to above cannot be avoided by the Issuer (or the Guarantor, if moneys for redemption of Notes shall have been made as the case may be) taking reasonable measures available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, it and the only right of the holders of such Notes and any Coupons appertaining thereto Trustee shall be entitled to receive payment of accept such certificate as sufficient evidence that such obligation cannot be avoided by the Early Redemption Amount andIssuer or, if appropriateas the case may be, all unpaid interest accrued to (but excluding) such redemption datethe Guarantor taking reasonable measures as required above in which event it shall be conclusive and binding on the Noteholders and the Couponholders.

Redemption for Tax Reasons. The Issuer may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Issue Date of the Notes, the Issuer would be required to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notes. The Notes are also subject to redemption as a whole, but not in part, in the other circumstances described in Condition 7. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b), provided that no such notice of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Receipts or Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date.

Redemption for Tax Reasons. The Issuer TMCC may redeem the Notes in whole, of this Series as a whole but not in part, part at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) excluding the date fixed for redemption under this Condition 6(b)redemption, if the Issuer TMCC shall determine that as a result of any change in, in or amendment to, to the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated United States of America or of any political subdivision or any taxing authority thereof or therein having power to taxaffecting taxation, or any change in the application or official interpretation of such laws, regulations or rulings, which amendment or change or amendment becomes is effective on or after the latest Issue Date of the NotesNotes of this Series, the Issuer TMCC would be required to pay Additional Amounts, as provided in Condition 79, on the occasion of the next payment due in respect of the NotesNotes of this Series. The Notes of this Series are also subject to redemption as a whole but not in part in the other circumstances described in Condition 9. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b)redemption, provided that no such notice of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys monies for the redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Receipts or Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date.

Redemption for Tax Reasons. The Issuer may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to If (but excludingi) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated United States (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in the official application (including a ruling by a court of competent jurisdiction in the United States) or official interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the Issue Date of the first Tranche of the Notes, the Issuer would becomes or will become obligated to pay Additional Amounts with respect to the Notes, Coupons or Receipts as provided in Condition 7 or (ii) any act is taken by a taxing authority of the United States on or after the Issue Date of the first Tranche of the Notes, whether or not such act is taken with respect to the Issuer or any affiliate, that results in a substantial likelihood that the Issuer will or may be required to pay such Additional Amounts, then the Issuer may, at its option, redeem, as provided a whole, but not in Condition 7part, the Notes on not less than 30 nor more than 60 days’ prior notice (ending, in the case of Floating Rate Notes or Index Linked Interest Notes, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given an Interest Payment Date), at least once their Early Redemption Amount calculated in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b6(e)), together with accrued interest (if any) thereon, to but excluding the due date for redemption; provided that no such notice of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and Issuer determines, in its business judgment, that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effectcannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes or any action that would entail a material cost to the Issuer. From and after any No redemption date, if moneys for redemption of Notes pursuant to (ii) above may be made unless the Issuer shall have been made available for redemption received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial likelihood that it will or may be required to pay the Additional Amounts described above and the Issuer shall have delivered to the Agent a certificate, signed by a duly authorized officer, stating that based on such redemption date, such opinion the Issuer is entitled to redeem the Notes shall cease pursuant to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption datethis provision.

Redemption for Tax Reasons. The Issuer Company may redeem the Notes in whole, as a whole but not in part, at the Company’s option at any time at their Early Redemption Amountprior to the Floating Rate Maturity Date, together, if appropriate, with accrued but unpaid interest upon the giving of a notice of tax redemption to (but excluding) the date fixed for redemption under this Condition 6(b)Holders of Notes, if the Issuer shall determine that Company determines that, as a result of of: (i) any change in, in or amendment toto the laws, the laws (or any regulations or rulings promulgated thereunder) under the laws of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to taxRelevant Jurisdiction affecting taxation, or (ii) any change in official position regarding the application or official interpretation of such the laws, regulations or rulingsrulings referred to in the foregoing clause (i), in the case of each of clauses (i) and (ii), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Issue Date original issue date of the Notes, the Issuer would be required Company is or will become obligated to pay Additional AmountsAmounts with respect to the Notes provided the Company, as provided in Condition 7its reasonable business judgment, on reasonably determines that such obligation cannot be avoided by the occasion Company taking reasonable measures available to the Company. The Redemption Price for tax redemptions under this Section 2.5(b) will be equal to 100% of the next payment due in respect principal amount of the Notes. Notice of intention Notes to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior redeemed plus accrued and unpaid interest to the date fixed for redemption under this Condition 6(b), provided that no such redemption. The Redemption Date and the applicable Redemption Price will be specified in the notice of redemption shall tax redemption, which will be given by the Company by first-class mail, to each registered Holder of the Notes to be redeemed at its current address appearing in the Security Register, with a copy to the Trustee, not earlier than 90 days prior to, and not later than 90 days after, the earliest date on which the Company would be obligated to pay Additional Amounts if a payment in respect of the effective Notes were actually due on such date of such change or amendment and that and, at the time such notice of such tax redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption datePrior to giving the notice of a tax redemption, if moneys for redemption of Notes shall have been made available for redemption on such redemption datethe Company will deliver to the Trustee, such Notes shall cease with a copy to bear interestthe Paying Agent, if applicable, and the only right a certificate signed by a duly authorized Officer of the holders Company, which the Trustee and Paying Agent may rely upon conclusively, stating that (i) the Company is entitled to effect the tax redemption and setting forth a statement of such Notes facts showing that the conditions precedent to the Company’s right to so redeem have occurred; and any Coupons appertaining thereto shall be (ii) the Company has received an opinion of independent legal counsel of recognized standing to receive payment the same effect based on the statement of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption datefacts.

Redemption for Tax Reasons. The Notes of this Series may be redeemed at a price or prices and on such terms as are indicated in the applicable Pricing Supplement at the option of the Issuer may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amounttime, together, if appropriate, with accrued but unpaid interest on giving not less than 30 nor more than 60 days’ notice to the Trustee and the Noteholders (but excluding) the date fixed for redemption under this Condition 6(bwhich notice shall be irrevocable), if the Issuer shall determine satisfies the Trustee that the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 11 or the Guarantor satisfies the Trustee that the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws (or any regulations of Hong Kong [or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated Cayman Islands]1 or any political subdivision thereof or therein or any authority thereof or therein having power to taxlevy tax therein, or any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Issue Date of Date, and that such obligation cannot be avoided by the NotesIssuer 1 Delete if MTR Corporation Limited is the Issuer. or, as the case may be, the Issuer would be required Guarantor taking reasonable measures available to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b)it, provided that no such notice of redemption shall be given earlier than 90 days prior to the effective earliest date on which the Issuer or the Guarantor (as the case may be) would be obliged to pay such additional amounts were a payment in respect of the Series of Notes or the Guarantee (as the case may be) then due. On the expiry of such change or amendment and that at notice the time Issuer shall be bound to redeem the Notes accordingly. Prior to the publication of any notice of such redemption is givenpursuant to this paragraph, such the Issuer shall deliver to the Trustee a certificate signed by two directors of the Issuer (or the Guarantor, as the case may be) stating that the obligation to pay such Additional Amounts remains in effect. From and after any redemption dateadditional amounts as referred to above cannot be avoided by the Issuer (or the Guarantor, if moneys for redemption of Notes shall have been made as the case may be) taking reasonable measures available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, it and the only right of the holders of such Notes and any Coupons appertaining thereto Trustee shall be entitled to receive payment of accept such certificate as sufficient evidence that such obligation cannot be avoided by the Early Redemption Amount andIssuer or, if appropriateas the case may be, all unpaid interest accrued to (but excluding) such redemption datethe Guarantor taking reasonable measures as required above in which event it shall be conclusive and binding on the Noteholders and the Couponholders.

Redemption for Tax Reasons. The Issuer Subject to Section 10.13 of the Indenture, the Company, at its option, may redeem the Notes Securities for cash prior to their maturity in whole, but not the event of certain changes in part, at the tax laws of any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) Relevant Taxing Jurisdiction after the date fixed for redemption under this Condition 6(b)of issuance of the Securities as specified in the Indenture. If, if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or including any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated a Relevant Taxing Jurisdiction, or any political subdivision or any taxing authority thereof or therein having power to taxtherein, or any amendment to or change in the application or official interpretation of such laws, regulations or rulingsrulings (including a holding, judgment or order by a court of competent jurisdiction or any action taken by a taxing authority which action is generally applied or is taken with respect to the Company or the Guarantor), which change change, amendment, application or amendment interpretation is proposed and becomes effective on or after the Issue Date date of issuance of the NotesSecurities, the Issuer Company or the Guarantor has or would be required become obligated to pay to the Holder of any Securities Additional Amounts, and such obligations cannot be avoided by the Company or the Guarantor, as provided applicable, taking reasonable measures (consistent with practices and interpretations generally followed or in Condition 7effect at the time such measures could be taken) available to it, on then the occasion of Company may, at its option, redeem the next payment due Securities as a whole but not in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 part, upon not less than 30 days days' nor more than 60 days' notice given as provided in Section 11.4 of the Indenture, at a Redemption Price equal to 100% of the Securities' aggregate principal amount plus accrued and unpaid interest and any Additional Amounts on such Securities, to but excluding the Redemption Date, but without reduction for withholding taxes except that no such notice of redemption may be given earlier than 60 days prior to the earliest date fixed for redemption under this Condition 6(b), provided that no such notice of redemption shall on which the Company or the Guarantor would be given earlier than 90 days prior to the effective date of such change or amendment and that at the time notice of such redemption is given, such obligation obliged to pay any such Additional Amounts remains were a payment in effectrespect of the Securities then due. From and after Notwithstanding the foregoing, any redemption date, if moneys for Holder of Securities may elect not to permit redemption of Notes shall have been made available for redemption on its Securities in the manner described above; provided that, following any such redemption dateelection, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall Holder will not be entitled to receive payment of Additional Amounts in the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption datemanner described in the Indenture.

Redemption for Tax Reasons. The Issuer Subject to Section 10.13, the Company, at its option, may redeem the Notes Securities for cash prior to their maturity in whole, but not the event of certain changes in part, at the tax laws of any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) Relevant Taxing Jurisdiction after the date fixed for redemption under this Condition 6(b)of issuance of the Securities as specified below. If, if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or including any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated a Relevant Taxing Jurisdiction, or any political subdivision or any taxing authority thereof or therein having power to taxtherein, or any amendment to or change in the application or official interpretation of such laws, regulations or rulingsrulings (including a holding, judgment or order by a court of competent jurisdiction or any action taken by a taxing authority which action is generally applied or is taken with respect to the Company or the Guarantor), which change change, amendment, application or amendment interpretation is proposed and becomes effective on or after the Issue Date date of issuance of the NotesSecurities, the Issuer Company or the Guarantor has or would be required become obligated to pay to the Holder of any Securities Additional Amounts, and such obligations cannot be avoided by the Company or the Guarantor, as provided applicable, taking reasonable measures (consistent with practices and interpretations generally followed or in Condition 7effect at the time such measures could be taken) available to it, on then the occasion of Company may, at its option, redeem the next payment due Securities as a whole but not in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 part, upon not less than 30 days days' nor more than 60 days' notice given as provided in Section 11.4, at a Redemption Price equal to 100% of the Securities' aggregate principal amount plus accrued and unpaid interest and any Additional Amounts on such Securities, to but excluding the Redemption Date, but without reduction for withholding taxes except that no such notice of redemption may be given earlier than 60 days prior to the earliest date fixed for redemption under this Condition 6(b), provided that no on which the Company or the Guarantor would be obliged to pay any such Additional Amounts were a payment in respect of the Securities then due. Prior to the giving of any such notice of redemption shall be given earlier than 90 days prior redemption, the Company must deliver to the effective date Trustee (a) an Officer's Certificate to the effect that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the Company's right to redeem have occurred and (b) an Opinion of Counsel to the effect that the Company or the Guarantor has or would become obligated to pay any Additional Amounts as a result of such change change, amendment, application or amendment and that at interpretation. The Company's right to redeem the time notice of such redemption Securities shall continue as long as the Company or the Guarantor is given, such obligation obligated to pay such Additional Amounts remains in effectAmounts, notwithstanding that the Company or the Guarantor shall have made payments of Additional Amounts. From and after Notwithstanding the foregoing, any redemption date, if moneys for Holder may elect not to permit redemption of Notes shall have been made available for redemption on its Securities in the manner described above; provided that, following any such redemption dateelection, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall Holder will not be entitled to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateAdditional Amounts.

Redemption for Tax Reasons. The Issuer may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to If (but excludingi) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated United States (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in the official application (including a ruling by a court of competent jurisdiction in the United States) or official interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the Issue Date of the first Tranche of the Notes, the Issuer would becomes or will become obligated to pay Additional Amounts with respect to the Notes or Coupons or Receipts as provided in Condition 7 or (ii) any act is taken by a taxing authority of the United States on or after the Issue Date of the first Tranche of the Notes, whether or not such act is taken with respect to the Issuer or any affiliate, that results in a substantial likelihood that the Issuer will or may be required to pay such Additional Amounts, then the Issuer may, at its option, redeem, as provided a whole, but not in Condition 7part, the Notes on not less than 30 nor more than 60 days' prior notice (ending, in the case of Floating Rate Notes or Index Linked Interest Notes, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given an Interest Payment Date), at least once their Early Redemption Amount calculated in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b6(e)), together with accrued interest (if any) thereon, to but excluding the due date for redemption; provided that no such notice of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and Issuer determines, in its business judgment, that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effectcannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes or any action that would entail a material cost to the Issuer. From and after any No redemption date, if moneys for redemption of Notes pursuant to (ii) above may be made unless the Issuer shall have been made available for redemption received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial likelihood that it will or may be required to pay the Additional Amounts described above and the Issuer shall have delivered to the Agent a certificate, signed by a duly authorised officer, stating that based on such redemption date, such opinion the Issuer is entitled to redeem the Notes shall cease pursuant to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption datethis provision.

Redemption for Tax Reasons. The Issuer may redeem Except as otherwise specified pursuant to Section 301 for the Notes in wholeSecurities of any series, but not in partif, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (in or any amendment to the laws, regulations or published tax rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to taxApplicable Taxing Jurisdiction affecting taxation, or any change in the official administration, application or official interpretation of such laws, regulations or rulingspublished tax rulings either generally or in relation to the Securities of any series, which change or amendment becomes effective on or after the Issue Date original issue date of such Securities or which change in official administration, application or interpretation shall not have been available to the Notespublic prior to such issue date, it is determined by the Issuer Company that (a) the Company would be required to pay any Additional Amounts, as provided in Condition 7, on the occasion of the next payment due Amounts pursuant to this Indenture in respect of any payments that it may be required to make with respect to such Securities and (b) such obligation cannot be avoided by the Notes. Notice Company or the Guarantor taking reasonable measures available to it, the Company may, at its option, redeem all (but not less than all) of intention to redeem Notes will be given at least once in accordance with Condition 16 the Securities of such series upon not less than 30 days nor more than 60 days' written notice as provided in this Indenture, at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid Interest to the date fixed for redemption; provided, however, that (x) no such notice of redemption may be given earlier than 60 days prior to the earliest date fixed for redemption under this Condition 6(b), provided that no on which the Company would be obligated to pay such notice of redemption shall be given earlier than 90 days prior to the effective date Additional amounts were a payment then due in respect of such change or amendment Securities and that (y) at the time notice of any such redemption notice is given, such obligation to pay such Additional Amounts remains must remain in effect. From and after any redemption date, if moneys for redemption of Notes If (a) the Company shall have on any date (the "Succession Date") consolidated with or merged into, or conveyed or transferred or leased its properties and assets as an entirety or substantially as an entirety to, any Successor which is organized under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia or the jurisdiction in which the Company is organized, (b) as result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to such Securities, which change or amendment become effective on or after the Succession Date or which change in official administration, application or interpretation shall not have been made available to the public prior to such Succession Date and is notified to the Company, such Successor would be required to pay any Successor Additional Amounts pursuant to the Indenture or the terms of such Securities in respect of any payments that it may be required to make with respect to such Securities and (c) such obligation cannot be avoided by the Company or such Successor taking reasonable measures available to it, the Company or such Successor may at its option redeem all (but not less than all) of such Securities, upon not less than 30 nor more than 60 days' written notice as provided in this Indenture, at a Redemption Price equal to 100% of the principal amount thereof plus accrued Interest to the date fixed for redemption; provided however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which a Successor would be obligated to pay such Successor Additional Amounts were a payment then due in respect of such Securities, and (b) at the time any such redemption datenotice is given, such Notes obligation to pay such Successor Additional Amounts must remain in effect. ARTICLE TWELVE REPAYMENT AT THE OPTION OF HOLDERS Section 1201. Applicability of Article. Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall cease be repaid in accordance with the terms of the Securities of such series. The repayment of any principal amount of Securities pursuant to bear interestsuch option of the Holder to require repayment of Securities before their Stated Maturity, if applicablefor purposes of Section 309, shall not operate as a payment, redemption or satisfaction of the Indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be canceled. Notwithstanding anything to the contrary contained in this Section 1201, in connection with any repayment of Securities, the Company may arrange for the purchase of any Securities by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities on or before the close of business on the repayment date an amount not less than the repayment price payable by the Company on repayment of such Securities, and the only right obligation of the holders Company to pay the repayment price of such Notes and any Coupons appertaining thereto Securities shall be satisfied and discharged to receive the extent such payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) is so paid by such redemption date.purchasers. ARTICLE THIRTEEN

Redemption for Tax Reasons. The Issuer may redeem the Notes in wholeIf, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunderunder the laws) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to taxUnited States, or any change in in, or amendments to, an official position regarding the application or official interpretation of such laws, regulations or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change or amendment is announced and becomes effective on or after the Issue Date date of this Eighth Supplemental Indenture, the Issuer becomes or will become obligated to pay additional amounts as described in Section 4.6 hereof with respect to the Notes, then the Issuer would be required to pay Additional Amountsmay, as provided at any time at its option, redeem, in Condition 7whole, but not in part, the Notes on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days 15 nor more than 60 days prior notice to the Holders, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest and additional amounts, if any, on the Notes being redeemed to, but excluding, the redemption date fixed for (subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest date and additional amounts, if any, in respect thereof) and all additional amounts, if any, then due and which will become due on the redemption under this Condition 6(b)date as a result of the redemption or otherwise; provided, provided however, that no such the notice of redemption shall not be given earlier than 90 days prior before the earliest date on which the Issuer would be obligated to pay such additional amounts if a payment in respect of the effective date of such change or amendment Notes were then due and that unless at the time such notice of such redemption is given, given such obligation to pay such Additional Amounts additional amounts remains in effecteffect (or will be in effect at the time of such redemption). From and after Prior to any redemption datesuch notice of redemption, if moneys for redemption of Notes shall have been made available for redemption on the Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it is entitled to effect such redemption date, such Notes shall cease and that the obligation to bear interest, if applicable, pay additional amounts cannot be avoided by taking reasonable measures available to it and (b) a written opinion of independent counsel selected by the only right of Issuer to the holders of such Notes and any Coupons appertaining thereto shall be effect that the Issuer has been or will become obligated to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption datepay additional amounts.

Redemption for Tax Reasons. (a) The Issuer may Company may, at its option, offer to redeem the Notes Securities, in whole, whole but not in partpart (except in respect of certain Excluded Holders), at any time at their Early a price (the “Redemption AmountPrice”) payable in cash and equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, togetherincluding Additional Interest, if appropriateany, with accrued but unpaid interest to (to, but excluding) , the date fixed Redemption Date, and including, for redemption under this Condition 6(b)the avoidance of doubt, any Additional Amounts with respect to such Redemption Price, if the Issuer shall determine Company has, or on the next Interest Payment Date would, become obligated to pay to the Holders Additional Amounts (that are more than a de minimis amount) as a result of any change inor amendment occurring on or after the date of the Offering Memorandum, or amendment toin the case of a successor, after the date such successor assumes all of our obligations under the Notes and this Indenture, in the laws (or any rules or regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, a Relevant Taxing Jurisdiction or any change or amendment on or after the date of the Offering Memorandum, or in the case of a successor, after the date such successor assumes all of our obligations under the Notes and this Indenture, in an interpretation, administration or application or official interpretation of such laws, rules or regulations by any legislative body, court, governmental agency, taxing authority or rulingsregulatory or administrative authority of such Relevant Taxing Jurisdiction (including the enactment of any legislation and the announcement or publication of any judicial decision or regulatory or administrative interpretation or determination) (a “Change in Tax Law” and such redemption, which change a “Tax Redemption”); provided, that the Company may only elect a Tax Redemption if (x) the Company cannot avoid these obligations by taking commercially reasonable measures available to it, provided that changing the Company’s jurisdiction of organization or amendment becomes effective on or after domicile shall not be considered a reasonable measure and (y) the Issue Date Company delivers to the Trustee an opinion of outside legal counsel of recognized standing in the Notes, the Issuer would be required Relevant Taxing Jurisdiction and an Officers’ Certificate attesting to such Change in Tax Law and obligation to pay Additional Amounts; provided further, as provided in Condition 7that if the Redemption Date occurs after a Regular Record Date and on or prior to the corresponding Interest Payment Date, on the occasion of the next payment due interest, including Additional Interest, if any, payable in respect of the Notes. Notice of intention to redeem Notes will such Interest Payment Date shall be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior payable to the date fixed for redemption under this Condition 6(b), provided that no such notice Holders of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that record at the time notice close of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption business on such redemption date, such Notes shall cease to bear interest, if applicablethe corresponding Regular Record Date, and the only right Redemption Price payable to the Holder whose Note is redeemed will be equal to 100% of the holders principal amount of such Notes and Note, including, for the avoidance of doubt, any Coupons appertaining thereto shall be Additional Amounts with respect to receive payment of the Early such Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption datePrice.

Redemption for Tax Reasons. The If so specified in the Pricing Supplement, the Issuer may redeem the Notes this Note in whole, but not in part, at any time at their Early Redemption Amount(in the case of Notes other than Floating Rate Notes) or on any Interest Payment Date (in the case of Floating Rate Notes), together, if appropriate, with accrued but unpaid interest after giving not less than 30 nor more than 60 calendar days’ notice to (but excluding) the date fixed for redemption under applicable Paying Agent and to the holder of this Condition 6(b)Note, if the Issuer shall determine that has or will become obligated to pay Additional Amounts, as described above, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated United States or any political subdivision or any authority thereof or therein of the United States having power to tax, or any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Issue Date date of the NotesPricing Supplement, and the Issuer would be required cannot avoid such obligation by taking reasonable measures available to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notesit. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for No such redemption under this Condition 6(b), provided that no such notice of redemption shall be given earlier than 90 calendar days prior to the effective earliest date of such change or amendment and that at on which the time notice of such redemption is given, such obligation Issuer would be obligated to pay such Additional Amounts remains if a payment in effectrespect of this Note were then due. Before the Issuer delivers or publishes any notice of redemption for tax reasons, it will deliver to the applicable Paying Agent a certificate signed by the Issuer’s chief financial officer or a senior vice president stating that it is entitled to redeem this Note and that the conditions precedent, if any, to redemption have occurred. Unless otherwise provided in the Pricing Supplement, any Note redeemed for tax reasons will be redeemed at 100% of its principal amount (or, in the case of an Original Issue Discount Note, the amortized face amount hereof determined as of the date of redemption), together with any interest accrued up to, but excluding, the redemption date. From and after any redemption date, if moneys monies for the redemption of Notes this Note shall have been made available for redemption on such redemption date, such Notes this Note shall cease to bear interest, if applicable, interest and the holder’s only right of the holders of such Notes and any Coupons appertaining thereto with respect to this Note shall be to receive payment of the Early Redemption Amount principal amount of the Note (or, if this is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date. To the extent then required under or pursuant to applicable laws or regulations (including, without limitation, capital regulations), if this Note is a Subordinated Note, as indicated on the face hereof, it may not be redeemed prior to the Stated Maturity Date without the prior written approval of the OCC or any other bank supervisory authority having jurisdiction over the Issuer and requiring such approval.

Redemption for Tax Reasons. The Issuer may redeem the Notes in wholeIf, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunderunder the laws) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to taxUnited States, or any change in in, or amendments to, an official position regarding the application or official interpretation of such laws, regulations or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change or amendment is announced and becomes effective on or after the Issue Date date of this Sixth Supplemental Indenture, the Issuer becomes or will become obligated to pay additional amounts as described in Section 4.6 hereof with respect to the Notes, then the Issuer would be required to pay Additional Amountsmay, as provided at any time at its option, redeem, in Condition 7whole, but not in part, the Notes on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days 15 nor more than 60 days prior notice to the Holders, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest and additional amounts, if any, on the Notes being redeemed to, but excluding, the redemption date fixed for (subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest date and additional amounts, if any, in respect thereof) and all additional amounts, if any, then due and which will become due on the redemption under this Condition 6(b)date as a result of the redemption or otherwise; provided, provided however, that no such the notice of redemption shall not be given earlier than 90 days prior before the earliest date on which the Issuer would be obligated to pay such additional amounts if a payment in respect of the effective date of such change or amendment Notes were then due and that unless at the time such notice of such redemption is given, given such obligation to pay such Additional Amounts additional amounts remains in effecteffect (or will be in effect at the time of such redemption). From and after Prior to any redemption datesuch notice of redemption, if moneys for redemption of Notes shall have been made available for redemption on the Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it is entitled to effect such redemption date, such Notes shall cease and that the obligation to bear interest, if applicable, pay additional amounts cannot be avoided by taking reasonable measures available to it and (b) a written opinion of independent counsel selected by the only right of Issuer to the holders of such Notes and any Coupons appertaining thereto shall be effect that the Issuer has been or will become obligated to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption datepay additional amounts.

Redemption for Tax Reasons. The Issuer may redeem the Notes in whole, but not in part, If at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) after the date fixed for redemption under of issuance of Securities of any series pursuant to this Condition 6(b), if the Issuer shall determine that Indenture as a result of any change in, or amendment to, the laws (or any regulations of Luxembourg or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision thereof or any authority therein or thereof or therein having power to tax, tax or as a result of any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Issue Date date of the Notessuch issuance, the Issuer would be required becomes, or will become, obligated to pay any Additional Amounts, then the Securities of such series will be redeemable as provided a whole (but not in Condition 7part), on at the occasion option of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given Issuer, at least once in accordance with Condition 16 any time upon not less than 30 days thirty (30) nor more than 60 days prior sixty (60) days' notice given to the Holders at their principal amount together with accrued interest thereon (and any Additional Amounts Payable with respect thereto) to the date fixed for redemption under (the "Redemption Date"). The Issuer will also pay to the Holders of Securities of such series on the Redemption Date any Additional Amounts which would otherwise be payable. In order to effect a redemption of Securities of any such series as described in this Condition 6(b)paragraph, provided the Issuer shall deliver to the Trustee at least forty-five (45) days prior to the Redemption Date: (i) a written notice stating that no the Securities of this series are to be redeemed as a whole and (ii) an opinion of independent legal counsel of recognized standing to the effect that the Issuer has or will become obligated to pay Additional Amounts as a result of any such change or amendment. No notice of redemption shall may be given earlier than 90 ninety (90) days prior to the effective earliest date of such change or amendment and that at on which the time notice of such redemption is given, such obligation Issuer would be obligated to pay such Additional Amounts remains were a payment in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right respect of the holders Securities of such Notes series then due. The notice shall additionally specify the Redemption Date and any Coupons appertaining thereto all other information necessary to the publication and mailing by the Trustee of notices of such redemption. The Trustee shall be entitled to receive rely conclusively upon the information so furnished by the Issuer in such notice and shall be under no duty to check the accuracy or completeness thereof. Such notice shall be irrevocable and upon its delivery the Issuer shall be obligated to make the payment of or payments referred to therein to the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateTrustee.

Redemption for Tax Reasons. The Issuer may redeem the Notes in wholeIf, but not in partwith respect to Securities of any series it is specified pursuant to Section 2.5 that Section 3.7 and this Section 10.6 shall be applicable to Securities of such series, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) after the date fixed for redemption under of issuance of Securities of such series pursuant to this Condition 6(b)Indenture, if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or laws, including any regulations or rulings promulgated thereunder) , of the jurisdiction in which the Issuer is incorporated Canada or any political subdivision thereof or any authority therein or thereof or therein having power to taxtax or as a result of any change, amendment or any change in the application or official interpretation of such laws, regulations where the amendment or rulings, which change or amendment becomes effective on or after the Issue Date date on which the underwriting, subscription, distribution, or similar agreement (an "Issuance Agreement") is executed for such series of Securities and if no such Issuance Agreement is executed, the Notesdate on which such series of Securities are first offered for sale, or which proposal is made after such date, or as a result of any action taken by any taxing authority of Canada which action is taken or becomes generally known after such date, or any commencement of a proceeding in a court of competent jurisdiction in Canada after such date, whether or not such action was or such proceeding was brought with respect to the Issuer, the Issuer would be required becomes, or will become, obligated to pay any Additional AmountsAmounts with respect to Securities of such series, then the Securities of such series will be redeemable as provided a whole (but not in Condition 7part), on at the occasion option of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given Issuer, at least once in accordance with Condition 16 any time upon not less than 30 days thirty (30) nor more than 60 days prior sixty (60) days' notice given to the holders at their principal amount together with accrued interest thereon (and any Additional Amounts payable with respect thereto) to the date fixed for redemption under (the "Tax Redemption Date"). The Issuer will also pay to the holders of Securities of such series on the Tax Redemption Date any Additional Amount which would otherwise be payable. In order to effect a redemption of Securities of any such series as described in this Condition 6(b)Section 10.6, provided the Issuer shall deliver to the Trustee at least forty-five (45) days prior to the Tax Redemption Date: (i) a written notice stating that no the Securities of such series are to be redeemed as a whole, specifying the redemption date and other pertinent information and (ii) an Opinion of Counsel to the effect that the Issuer has or will become obligated to pay Additional Amounts as a result of any such change or amendment. No notice of redemption shall may be given earlier than 90 ninety (90) days prior to the effective earliest date of such change or amendment and that at on which the time notice of such redemption is given, such obligation Issuer would be obligated to pay such Additional Amounts remains were a payment in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right respect of the holders Securities of such Notes series then due. The notice shall additionally specify the Tax Redemption Date and any Coupons appertaining thereto all other information necessary to the mailing by the Trustee of notices of such redemption. The Trustee shall be entitled to receive rely conclusively upon the information so furnished by the Issuer in such notice and shall be under no duty to check the accuracy or completeness thereof. Such notice shall be irrevocable and upon its delivery the Issuer shall be obligated to make the payment of or payments referred to therein to the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date.Trustee. ARTICLE ELEVEN

Redemption for Tax Reasons. The Issuer may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Issue Date of the Notes, the Issuer would be required to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notes. The Notes are also subject to redemption as a whole, but not in part, in the other circumstances described in Condition 7. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b), provided that no such notice of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date.

Redemption for Tax Reasons. The Issuer may redeem the Notes in whole, but not in part, If at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) after the date fixed for redemption under of issuance of Securities of any series pursuant to this Condition 6(b), if the Issuer shall determine that Indenture as a result of any change in, or amendment to, the laws (or any regulations of The Netherlands or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision thereof or any authority therein or thereof or therein having power to tax, tax or as a result of any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Issue Date date of the Notessuch issuance, the Issuer would Guarantor becomes, or will become, obligated to pay any Additional Amounts with respect to any payments that it may be required to pay Additional Amountsmake pursuant to the Guaranty with respect to Securities of any series and such obligations cannot be avoided by the Issuer or the Guarantor taking reasonable measures available to either of them, then the Securities of such series will be redeemable as provided a whole (but not in Condition 7part), on at the occasion option of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given Issuer, at least once in accordance with Condition 16 any time upon not less than 30 days thirty (30) nor more than 60 days prior sixty (60) days' notice given to the Holders at their principal amount together with accrued interest thereon (and any Additional Amounts Payable with respect thereto) to the date fixed for redemption under (the "Tax Redemption Date"). In order to effect a redemption of Securities of any such series as described in this Condition 6(b)paragraph, provided the Issuer and the Guarantor shall deliver to the Trustee at least forty-five (45) days prior to the Tax Redemption Date: (i) a written notice stating that no the Securities of this series are to be redeemed as a whole and (ii) an opinion of independent legal counsel of recognized standing to the effect that the Guarantor has or will become obligated to pay Additional Amounts with respect to any payments that it may be required to make pursuant to such Guaranty as a result of any such change or amendment. No notice of redemption shall may be given earlier than 90 ninety (90) days prior to the effective earliest date of such change or amendment and that at on which the time notice of such redemption is given, such obligation Guarantor would be obligated to pay such Additional Amounts remains were a payment in effectrespect of the Securities of such series then due. From The notice shall additionally specify the Tax Redemption Date and after any redemption date, if moneys for redemption all other information necessary to the publication and mailing by the Trustee of Notes notices of such redemption. The Trustee shall have been made available for redemption on such redemption date, such Notes shall cease be entitled to bear interest, if applicable, rely conclusively upon the information so furnished by the Issuer and the only right of the holders of Guarantor in such Notes notice and any Coupons appertaining thereto shall be under no duty to receive payment of check the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateaccuracy or completeness thereof. Such notice shall be irrevocable.

Redemption for Tax Reasons. The Issuer may redeem the Notes in wholeIf, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunderunder the laws) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to taxUnited States, or any change in in, or amendments to, an official position regarding the application or official interpretation of such laws, regulations or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change or amendment is announced and becomes effective on or after the Issue Date date of this Seventh Supplemental Indenture, the Issuer becomes or will become obligated to pay additional amounts as described in Section 4.6 hereof with respect to the Notes, then the Issuer would be required to pay Additional Amountsmay, as provided at any time at its option, redeem, in Condition 7whole, but not in part, the Notes on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days 15 nor more than 60 days prior notice to the Holders, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest and additional amounts, if any, on the Notes being redeemed to, but excluding, the redemption date fixed for (subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest date and additional amounts, if any, in respect thereof) and all additional amounts, if any, then due and which will become due on the redemption under this Condition 6(b)date as a result of the redemption or otherwise; provided, provided however, that no such the notice of redemption shall not be given earlier than 90 days prior before the earliest date on which the Issuer would be obligated to pay such additional amounts if a payment in respect of the effective date of such change or amendment Notes were then due and that unless at the time such notice of such redemption is given, given such obligation to pay such Additional Amounts additional amounts remains in effecteffect (or will be in effect at the time of such redemption). From and after Prior to any redemption datesuch notice of redemption, if moneys for redemption of Notes shall have been made available for redemption on the Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it is entitled to effect such redemption date, such Notes shall cease and that the obligation to bear interest, if applicable, pay additional amounts cannot be avoided by taking reasonable measures available to it and (b) a written opinion of independent counsel selected by the only right of Issuer to the holders of such Notes and any Coupons appertaining thereto shall be effect that the Issuer has been or will become obligated to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption datepay additional amounts.

Redemption for Tax Reasons. The Issuer may redeem the Notes in wholeIf, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to taxa Relevant Taxing Jurisdiction, or any change in the official position regarding the application or official interpretation of such lawslaws or regulations (a “Change in Tax Law”), regulations the enactment or rulingsadoption of which Change in Tax Law is publicly announced, and which change or amendment Change in Tax Law becomes effective on or effective, after the Issue Date date of the Offering Memorandum (or, if a Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the date of the Offering Memorandum, after such later date), the Company is or will become obligated to pay Additional Amounts as described in Section 4.18 with respect to the Notes, then the Company may at any time at its option redeem, in whole, but not in part, all of the Notes, the Issuer would be required to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days 10 nor more than 60 days days’ prior notice, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest on those Notes, if any, to, but not including, the date fixed for redemption under this Condition 6(b)redemption. Notwithstanding the foregoing, provided that no such notice of redemption shall may be given earlier than 90 days prior to the effective first date on which the Company would be obligated to pay Additional Amounts if it were required to make a payment on that date. Prior to the mailing, or delivery electronically if the Notes are held by any depositary, by the Company to each holder of the Notes of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee (i) an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied, and (ii) a written opinion of an independent tax counsel of recognized standing to the effect that the Company would be required to pay Additional Amounts in respect of such change or amendment and that at notes as a result of a Change in Tax Law. The foregoing will apply mutatis mutandis to any successor to the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes Company and any Coupons appertaining thereto shall be jurisdiction in which any successor Person to receive the Company is incorporated, organized, or engaged in business or resident for tax purposes, or any jurisdiction from or through which such Person (or its Paying Agent) makes any payment of the Early Redemption Amount under or with respect to any Notes and, if appropriatein each case, all unpaid interest accrued to (but excluding) such redemption dateany political subdivision thereof or therein.

Redemption for Tax Reasons. The If so specified in the Pricing Supplement, the Issuer may redeem the Notes this Note in whole, but not in part, at any time at their Early Redemption Amount(in the case of Notes other than Floating Rate Notes) or on any Interest Payment Date (in the case of Floating Rate Notes), together, if appropriate, with accrued but unpaid interest after giving not less than 30 nor more than 60 calendar days’ notice to (but excluding) the date fixed for redemption under applicable Paying Agent and to the holder of this Condition 6(b)Note, if the Issuer shall determine that has or will become obligated to pay Additional Amounts, as described above, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated United States or any political subdivision or any authority thereof or therein of the United States having power to tax, or any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Issue Date date of the NotesPricing Supplement, and the Issuer would be required cannot avoid such obligation by taking reasonable measures available to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notesit. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for No such redemption under this Condition 6(b), provided that no such notice of redemption shall be given earlier than 90 calendar days prior to the effective earliest date of such change or amendment and that at on which the time notice of such redemption is given, such obligation Issuer would be obligated to pay such Additional Amounts remains if a payment in effectrespect of this Note were then due. Before the Issuer delivers or publishes any notice of redemption for tax reasons, it will deliver to the applicable Paying Agent a certificate signed by the Issuer’s chief financial officer or a senior vice president stating that it is entitled to redeem this Note and that the conditions precedent, if any, to redemption have occurred. Unless otherwise specified in the Pricing Supplement, any Note redeemed for tax reasons will be redeemed at 100% of its principal amount (or, in the case of an Original Issue Discount Note, the amortized face amount hereof determined as of the date of redemption), together with any interest accrued up to, but excluding, the redemption date. From and after any redemption date, if moneys monies for the redemption of Notes this Note shall have been made available for redemption on such redemption date, such Notes this Note shall cease to bear interest, if applicable, interest and the holder’s only right of the holders of such Notes and any Coupons appertaining thereto with respect to this Note shall be to receive payment of the Early Redemption Amount principal amount of the Note (or, if this is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date. To the extent then required under or pursuant to applicable laws or regulations (including, without limitation, capital regulations), if this Note is a Subordinated Note, as indicated on the face hereof, it may not be redeemed prior to the Stated Maturity Date without the prior written approval of the OCC or any other bank supervisory authority having jurisdiction over the Issuer and requiring such approval.

Redemption for Tax Reasons. The Issuer may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any time at their Early Redemption Amountaccrued interest and Additional Amounts to, togetherbut not including, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any a change in, in or amendment toto the tax laws, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, Relevant Taxing Jurisdiction or any change in official position regarding the application or official interpretation of such tax laws, regulations or rulingsrulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective on or after the Issue Date issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer would be required becomes or will become obligated to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in Amounts with respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption Notes as described above under this Condition 6(b)“—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided that (1) no such notice of redemption shall may be given earlier than 90 days prior to the effective earliest date of such change or amendment on which we would be obligated to pay the Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and that (2) at the time such notice of such redemption is given, such given the obligation to pay such Additional Amounts remains in effect. From If the Issuer exercises its option to redeem the Notes, the Issuer shall deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and after any redemption date, if moneys for redemption of Notes shall have been made (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, it. The Trustee and the only Paying Agent shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right of to redeem the Notes, which determination shall be conclusive and binding on the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateNotes.

Redemption for Tax Reasons. The Notes may be redeemed at the option of the Issuer may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amount(if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note), together, if appropriate, on giving not less than 30 nor more than 60 days’ notice to the Holders in accordance with accrued but unpaid interest to Condition 14 (but excluding) the date fixed for redemption under this Condition 6(bwhich notice shall be irrevocable), if immediately prior to the giving of such notice the Issuer shall determine satisfies the Trustee that the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated United Kingdom or any political subdivision sub-division or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, laws or regulations or rulings(including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the Issue Date date on which agreement is reached to issue the first Tranche of the Notes, Notes and such obligation cannot be avoided by the Issuer would be required taking reasonable measures available to pay Additional Amountsit; provided, as provided in Condition 7however, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b), provided that no such notice of redemption shall be given earlier than 90 days prior to the effective earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the Notes were then due. The Issuer shall be deemed to have satisfied the Trustee as referred to in the preceding paragraph if prior to the publication of any notice of redemption pursuant to this Condition 7.2, the Issuer shall have delivered to the Trustee: (i) a certificate signed by two Directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred; and (ii) an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment and that at amendment. Upon the time expiry of any such notice of such redemption as is givenreferred to in this Condition 7.2, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto Issuer shall be bound to receive payment of redeem the Notes in accordance with this Condition 7.2. Notes redeemed pursuant to this Condition 7.2 will be redeemed at their Early Redemption Amount andreferred to in Condition 7.5 below together, if appropriate, all unpaid with interest accrued to (but excluding) such redemption datethe date of redemption.

Redemption for Tax Reasons. The Issuer may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any time at their Early Redemption Amountaccrued interest and Additional Amounts to, togetherbut not including, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any a change in, in or amendment toto the tax laws, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, Relevant Taxing Jurisdiction or any change in official position regarding the application or official interpretation of such tax laws, regulations or rulingsrulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective on or after the Issue Date issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer would be required becomes or will become obligated to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in Amounts with respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption Notes as described below under this Condition 6(b)“—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided that (1) no such notice of redemption shall may be given earlier than 90 days prior to the effective earliest date of such change or amendment on which we would be obligated to pay the Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and that (2) at the time such notice of such redemption is given, such given the obligation to pay such Additional Amounts remains in effect. From If the Issuer exercises its option to redeem the Notes, the Issuer will deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and after any redemption date(ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee and paying agents will accept and will be entitled to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, if moneys for redemption of Notes shall have been made available for redemption which determination will be conclusive and binding on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateNotes.

Redemption for Tax Reasons. The Issuer Notes also may redeem be redeemed at the Notes option of the Company, in whole, whole but not in part, at any time at their Early Redemption Amounta redemption price equal to 100 per cent. of the principal amount of the Notes to be redeemed, together, if appropriate, together with interest accrued but and unpaid interest to (but excluding) the date fixed for redemption under this redemption, at any time, on giving not less than 30 nor more than 60 days’ notice in accordance with Condition 6(b11 below (which notice shall be irrevocable), if (a) the Issuer shall determine that Company has or will become obligated to pay Additional Amounts as a result of any change in, in or amendment toto the laws, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated United States or any political subdivision or any taxing authority thereof or therein having power to taxaffecting taxation, or any change in the application or amendment to an official interpretation application, interpretation, administration or enforcement of such laws, regulations or rulingsrulings (including a holding by a court of competent jurisdiction in the United States), which change or amendment becomes effective on or after January 28, 2000 or (b) any action shall have been taken by any taxing authority, or any action has been brought in a court of competent jurisdiction, in the Issue Date United States or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above (whether or not such action was taken or brought with respect to the NotesCompany) or any change, clarification, amendment, application or interpretation of such laws, regulations or rulings shall be officially proposed, in any case on or after January 28, 2000 which results in a substantial likelihood that the Issuer would Company will be required to pay Additional Amounts, as provided in Condition 7, Amounts on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b)Interest Payment Date; provided, provided however, that no such notice of redemption shall be given earlier than 90 days prior to the effective earliest date on which the Company would be, in the case of a redemption for the reasons specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption for the reasons specified in (b) above, obligated to pay such Additional Amounts if a payment in respect of the Notes were then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Fiscal Agent (i) a certificate signed by a duly authorized officer of the Company stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent of the right of the Company so to redeem have occurred and (ii) in the case of a redemption for the reasons specified in (a) or (b) above, a written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change or amendment and or that at there is a substantial likelihood that the time notice of such redemption is given, such obligation Company will be required to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders as a result of such Notes and any Coupons appertaining thereto shall action or proposed change, clarification, amendment, application or interpretation, as the case may be. Such notice, once delivered by the Company to the Fiscal Agent, will be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateirrevocable.

Redemption for Tax Reasons. The Issuer may redeem the Notes any Bond in whole, whole but not in part, part at any time at their Early Redemption Amount, a redemption price equal to the principal amount thereof together, if appropriate, with accrued but unpaid interest to (but excluding) excluding the date fixed for redemption under this Condition 6(b)redemption, if the Issuer shall determine determine, based upon a written opinion of independent counsel selected by the Issuer, that as a result of any change in, in or amendment to, to the laws (or any regulations or rulings promulgated thereunder) of (i) the jurisdiction in which the Issuer is incorporated United States or any political subdivision or taxing authority thereof affecting taxation or (ii) the relevant taxing jurisdiction or any political subdivision or taxing authority thereof or therein having power to taxaffecting taxation, or any change in the application or official interpretation of such laws, regulations or rulings, which amendment or change or amendment becomes is effective on or after the original Issue Date of the Notessuch Bond, the Issuer would be required to pay Additional Amounts, as provided in Condition 7, Amounts on the occasion of the next payment due in with respect of the Notesto such Bond. Notice of intention to redeem Notes Bonds will be given at least once in accordance with Condition 16 as described herein not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b)redemption, provided that no such notice of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effecteffect and cannot be avoided by the Issuer's taking reasonable measures available to it. From and after any redemption date, if moneys monies for the redemption of Notes Bonds shall have been made available for redemption on such redemption date, such Notes Bonds shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons Bonds appertaining thereto shall be to receive payment of the Early Redemption Amount principal amount thereof, premium if any, and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date.

Redemption for Tax Reasons. The Issuer may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Issue Date of the Notes, the Issuer would be required to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b), provided that no such notice of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date.

Redemption for Tax Reasons. Solely for purposes of the Notes and not for purposes of any other Securities, Section 4.5 of the Indenture is hereby amended and restated in its entirety as follows: The Issuer may Company will be entitled to redeem the Notes at its option, at any time, for cash, in whole, whole but not in part, upon not less than 30 nor more than 60 days’ prior written notice, at 100% of the principal amount thereof, plus any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to, but not including, the Redemption Date (subject to (but excluding) the date fixed for redemption under this Condition 6(bright of holders of record on the relevant record date, whether or not a business day, to receive interest due on the relevant interest payment date), if in the Issuer shall determine event that the Payor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts as a result of any (i) a change in, in or an amendment to, to the laws (or including any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations or rulingsa Relevant Tax Jurisdiction, which change or amendment becomes effective on or is announced after the Issue Date date of the offering memorandum relating to the Notes or (ii) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced after the date of the offering memorandum relating to the Notes, and, in each case, the Issuer would be required Payor cannot avoid such obligation by taking reasonable measures available to it. Before any notice of redemption of the Notes is delivered to the Holder as described above, the Company will deliver to the Trustee, at least 30 days before the date set for redemption, in each case, an Officers’ Certificate and an opinion of counsel stating that the Payor has or will become obligated to pay Additional Amounts, Amounts as provided a result of a change in Condition 7, on tax laws or regulations or the occasion application or interpretation of such laws or regulations. If the next payment due in respect of the Notes. Notice of intention Company elects to redeem the Notes under this provision it will be given give written notice of such election to the Trustee. If the Company elects to redeem the Notes under this provision it will also mail a notice of redemption at least once in accordance with Condition 16 not less than 30 days nor but no more than 60 days prior before the Redemption Date to the date fixed for redemption under this Condition 6(b), provided that no such notice of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right each Holder of the holders of such Notes and any Coupons appertaining thereto shall to be to receive redeemed. Unless the Company defaults in the payment of the Early Redemption Amount andPrice, if appropriateon and after the Redemption Date, all unpaid interest accrued will cease to (but excluding) accrue on the Notes or portions thereof called for redemption. Any such redemption datewill be subject to Section 2.9 herein and Article 14 of the Indenture.

Redemption for Tax Reasons. The Issuer may redeem the Notes in whole, but not in part, If at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest subsequent to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that issuance of Securities of any series as a result of any change in, or amendment to, the laws (or regulations or rulings of The Netherlands or the United States or any other nation or government or of any political subdivision thereof or any authority therein or thereof having power to tax or as a result of any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision amendment to or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations or rulings, which change the Company, or amendment becomes effective on the Parent Guarantor, as the case may be, becomes, or after will become, obligated to pay any Additional Amounts and such obligations cannot be avoided by the Issue Date Company or, if applicable, the Parent Guarantor taking reasonable measures available to it, the Securities of any such series shall be redeemable as a whole (but not in part), at the option of the NotesCompany or, if applicable, the Issuer would be required to pay Additional AmountsParent Guarantor, as provided in Condition 7, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 any time upon not less than 30 days nor more than 60 days prior days' notice given to the Holders at the principal amount of such Securities together with accrued interest thereon (of, if any such Securities are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to the date fixed for redemption under (the "Tax Redemption Date"). The Company or the Parent Guarantor, if applicable, will also pay to the Holders of Securities of such series on the Tax Redemption Date any Additional Amounts which would otherwise be payable. In order to effect a redemption of Securities of this Condition 6(b)series as described in this paragraph, provided that no such notice of redemption the Company or the Parent Guarantor, if applicable, shall be given earlier deliver to the Trustee not more than 90 60 nor less than 30 days prior to the effective date Tax Redemption Date: (i) a written notice stating that the Securities of this series are to be redeemed as a whole and (ii) an opinion of independent legal counsel of recognized standing selected by the Company to the effect that the Company or the Parent Guarantor, as the case may be, has or will become obligated to pay Additional Amounts as a result of such change or amendment and that at amendment. The notice shall additionally specify the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effectTax Redemption Date. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto The Trustee shall be entitled to receive payment of rely conclusively upon the Early Redemption Amount and, if appropriate, all unpaid interest accrued information so furnished by the Company or the Parent Guarantor in such notice and shall be under no duty to (but excluding) such redemption datecheck the accuracy or completeness thereof.

Redemption for Tax Reasons. The Issuer 2020 Notes also may redeem be redeemed at the Notes option of the Company, in whole, whole but not in part, at any time at their Early Redemption Amounta redemption price equal to 100 per cent. of the principal amount of the 2020 Notes to be redeemed, together, if appropriate, together with interest accrued but and unpaid interest to (but excluding) the date fixed for redemption under this redemption, at any time, on giving not less than 30 nor more than 60 days’ notice in accordance with Condition 6(b11 below (which notice shall be irrevocable), if (a) the Issuer shall determine that Company has or will become obligated to pay Additional Amounts as a result of any change in, in or amendment toto the laws, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated United States or any political subdivision or any taxing authority thereof or therein having power to taxaffecting taxation, or any change in the application or amendment to an official interpretation application, interpretation, administration or enforcement of such laws, regulations or rulingsrulings (including a holding by a court of competent jurisdiction in the United States), which change or amendment becomes effective on or after December 7, 2005 or (b) any action shall have been taken by any taxing authority, or any action has been brought in a court of competent jurisdiction, in the Issue Date United States or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above (whether or not such action was taken or brought with respect to the NotesCompany) or any change, clarification, amendment, application or interpretation of such laws, regulations or rulings shall be officially proposed, in any case on or after December 7, 2005 which results in a substantial likelihood that the Issuer would Company will be required to pay Additional Amounts, as provided in Condition 7, Amounts on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b)Interest Payment Date; provided, provided however, that no such notice of redemption shall be given earlier than 90 days prior to the effective earliest date on which the Company would be, in the case of a redemption for the reasons specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption for the reasons specified in (b) above, obligated to pay such Additional Amounts if a payment in respect of the 2020 Notes were then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Fiscal Agent (i) a certificate signed by a duly authorized officer of the Company stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent of the right of the Company so to redeem have occurred and (ii) in the case of a redemption for the reasons specified in (a) or (b) above, a written opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change or amendment and or that at there is a substantial likelihood that the time notice of such redemption is given, such obligation Company will be required to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders as a result of such Notes and any Coupons appertaining thereto shall action or proposed change, clarification, amendment, application or interpretation, as the case may be. Such notice, once delivered by the Company to the Fiscal Agent, will be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateirrevocable.

Redemption for Tax Reasons. The Issuer may redeem the Notes in whole, but not in part, If at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) after the date fixed for redemption under of issuance of Securities of any series pursuant to this Condition 6(b), if the Issuer shall determine that Indenture as a result of any change in, or amendment to, the laws (or any regulations of The Netherlands or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision thereof or any authority therein or thereof or therein having power to tax, tax or as a result of any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Issue Date date of the Notessuch issuance, the Issuer would be required becomes, or will become, obligated to pay any Additional AmountsAmounts and such obligations cannot be avoided by the Issuer taking reasonable measures available to it, then the Securities of such series will be redeemable as provided a whole (but not in Condition 7part), on at the occasion option of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given Issuer, at least once in accordance with Condition 16 any time upon not less than 30 days thirty (30) nor more than 60 days prior sixty (60) days' notice given to the Holders at their principal amount together with accrued interest thereon (and any Additional Amounts Payable with respect thereto) to the date fixed for redemption under (the "Tax Redemption Date"). The Issuer will also pay to the Holders of Securities of such series on the Tax Redemption Date any Additional Amounts which would otherwise be payable. In order to effect a redemption of Securities of any such series as described in this Condition 6(b)paragraph, provided the Issuer shall deliver to the Trustee at least forty-five (45) days prior to the Tax Redemption Date: (i) a written notice stating that no the Securities of this series are to be redeemed as a whole and (ii) an opinion of independent legal counsel of recognized standing to the effect that the Issuer has or will become obligated to pay Additional Amounts as a result of any such change or amendment. No notice of redemption shall may be given earlier than 90 ninety (90) days prior to the effective earliest date of such change or amendment and that at on which the time notice of such redemption is given, such obligation Issuer would be obligated to pay such Additional Amounts remains were a payment in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right respect of the holders Securities of such Notes series then due. The notice shall additionally specify the Tax Redemption Date and any Coupons appertaining thereto all other information necessary to the publication and mailing by the Trustee of notices of such redemption. The Trustee shall be entitled to receive rely conclusively upon the information so furnished by the Issuer in such notice and shall be under no duty to check the accuracy or completeness thereof. Such notice shall be irrevocable and upon its delivery the Issuer shall be obligated to make the payment of or payments referred to therein to the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateTrustee.

Redemption for Tax Reasons. The Issuer may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that If as a result of any change in, or amendment to, the laws (or any regulations of Argentina or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any governmental authority thereof or therein having power to tax, tax or as a result of any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Issue Date date of the Offering Document relating to a Series of Notes, the Issuer would be required Company becomes obligated to pay any Additional Amounts, as provided in Condition 7, on the occasion of the next payment due Amounts in respect of the Notes. Notice Notes of intention such Series and such obligation cannot be avoided by the Company taking reasonable measures available to redeem it, then the Notes will of such Series shall be given redeemable as a whole (but not in part), at least once in accordance with Condition 16 the option of the Company, at any time upon not less than 30 days thirty (30) nor more than 60 days prior sixty (60) days’ notice given to the Holders thereof as provided in the Indenture at their principal amount together with accrued interest thereon to the date fixed for redemption (the “Redemption Date”) and any Additional Amounts then payable with respect thereto. In order to effect a redemption of the Notes of any Series under this Condition 6(b)Condition, provided the Company shall deliver to the Trustee immediately prior to the filing of the Redemption Notice (i) an Officers’ Certificate stating that the obligation to pay such Additional Amounts with respect to the Notes of such Series cannot be avoided by the Company taking reasonable measures available to it and setting forth in reasonable detail a statement of the facts relating thereto and (ii) an Opinion of Counsel to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change, amendment, official interpretation or application described above; provided, however, that (i) no notice of redemption may be given earlier than sixty (60) days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts if interest or principal were then payable on the Notes of such Series and (ii) at the time such notice of redemption shall be given earlier than 90 days prior with respect to the effective date Notes of such change or amendment and that at the time notice of such redemption Series is given, such obligation to pay such Additional Amounts with respect to such Notes remains in effect. From and after any redemption dateSuch notice, if moneys for redemption of once delivered by the Company to the Trustee, shall be irrevocable with respect to the Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateSeries.

Redemption for Tax Reasons. The Issuer If, as a result of any amendment to, or change in, or expiration of, the laws (or any regulation or rulings thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an application or official interpretation of such laws or regulations, which amendment or change of such laws or regulations becomes effective on or after the Issue Date, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may redeem consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the Notes may be redeemed at any time in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Issue Date of the Notes, the Issuer would be required to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 by giving not less than 30 days nor more than 60 days days' prior written notice at a Redemption Price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, and any Additional Amounts due thereon, to the date fixed for redemption under this Condition 6(b)of redemption; provided, provided however, that (i) no such notice of redemption shall may be given earlier than 90 days prior to the effective earliest date of on which the Company would be obligated to pay such change or amendment Additional Amounts, and that (ii) at the time such notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after Prior to the publication of any notice of redemption datepursuant to this provision, if moneys for redemption of Notes the Company shall have been made available for redemption on deliver to the Trustee (i) an Officers' Certificate stating that the Company is entitled to effect such redemption date, such Notes shall cease and setting forth a statement of facts showing that the conditions precedent to bear interest, if applicable, and the only right of the holders Company to redeem have occurred and (ii) an opinion of independent Mexican legal counsel (which may be counsel to the Company) of recognized standing to the effect that the Company has or shall become obligated to pay such Additional Amounts as a result of such Notes and any Coupons appertaining thereto change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption pursuant to receive payment this Section 3.08 shall be made pursuant to the provisions of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateSections 3.01 through 3.06 hereof.

Redemption for Tax Reasons. The Issuer Company may redeem the Notes in whole, as a whole but not in part, at the Company’s option at any time at their Early Redemption Amountprior to Maturity, together, if appropriate, with accrued but unpaid interest upon the giving of a notice of tax redemption to (but excluding) the date fixed for redemption under this Condition 6(b)Holders of Notes, if the Issuer shall determine that Company determines that, as a result of (i) any change in, in or amendment toto the laws, the laws (or any regulations or rulings promulgated thereunder) under the laws of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to taxRelevant Jurisdiction affecting taxation, or (ii) any change in official position regarding the application or official interpretation of such the laws, regulations or rulingsrulings referred to in the foregoing clause (i), in the case of each of clauses (i) and (ii), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Issue Date original issue date of the Notes, the Issuer would be required Company is or will become obligated to pay Additional AmountsAmounts with respect to the Notes provided the Company, as provided in Condition 7its reasonable business judgment, on reasonably determines that such obligation cannot be avoided by the occasion Company taking reasonable measures available to the Company. The Redemption Price for tax redemptions under this Section 2.5(c) will be equal to 100% of the next payment due in respect principal amount of the Notes. Notice of intention Notes to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior redeemed plus accrued and unpaid interest to the date fixed for redemption under this Condition 6(b), provided that no such redemption. The Redemption Date and the applicable Redemption Price will be specified in the notice of redemption shall tax redemption, which will be given by the Company by first-class mail, to each beneficial owner of Notes to be redeemed at its current address appearing in the Security Register, with a copy to the Trustee, not earlier than 90 days prior to, and not later than 90 days after, the earliest date on which the Company would be obligated to pay Additional Amounts if a payment in respect of the effective Notes were actually due on such date of such change or amendment and that and, at the time such notice of such tax redemption is given, such obligation to pay such Additional Amounts remains in effect. From Prior to giving the notice of a tax redemption, the Company will deliver to the Trustee, with a copy to the Paying Agent, a certificate signed by a duly authorized Officer, which the Trustee and after any Paying Agent may rely upon conclusively, stating that (i) the Company is entitled to effect the tax redemption date, if moneys for redemption and setting forth a statement of Notes shall facts showing that the conditions precedent to the Company’s right to so redeem have been made available for redemption occurred; and (ii) the Company has received an opinion of independent legal counsel of recognized standing to the same effect based on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right statement of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption datefacts.

Redemption for Tax Reasons. The Issuer may redeem the Notes in whole, but not in part, If at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) after the date fixed for redemption under of issuance of Securities of any series pursuant to this Condition 6(b), if the Issuer shall determine that Indenture as a result of any change in, or amendment to, the laws (or any regulations of The Netherlands or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision thereof or any authority therein or thereof or therein having power to tax, tax or as a result of any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Issue Date date of the Notessuch issuance, the Issuer would Guarantor becomes, or will become, obligated to pay any Additional Amounts with respect to any payments that it may be required to pay Additional Amountsmake pursuant to the Guaranty with respect to Securities of any series and such obligations cannot be avoided by the Issuer or the Guarantor taking reasonable measures available to either of them, then the Securities of such series will be redeemable as provided a whole (but not in Condition 7part), on at the occasion option of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given Issuer, at least once in accordance with Condition 16 any time upon not less than 30 days thirty (30) nor more than 60 days prior sixty (60) days' notice given to the Holders at their principal amount together with accrued interest thereon (and any Additional Amounts Payable with respect thereto) to the date fixed for redemption under (the "Tax Redemption Date"). The Guarantor will also pay to the Holders of Securities of such series on the Tax Redemption Date any Additional Amounts which would otherwise be payable. In order to effect a redemption of Securities of any such series as described in this Condition 6(b)paragraph, provided the Issuer and the Guarantor shall deliver to the Trustee at least forty-five (45) days prior to the Tax Redemption Date: (i) a written notice stating that no the Securities of this series are to be redeemed as a whole and (ii) an opinion of independent legal counsel of recognized standing to the effect that the Guarantor has or will become obligated to pay Additional Amounts with respect to any payments that it may be required to make pursuant to such Guaranty as a result of any such change or amendment. No notice of redemption shall may be given earlier than 90 ninety (90) days prior to the effective earliest date of such change or amendment and that at on which the time notice of such redemption is given, such obligation Guarantor would be obligated to pay such Additional Amounts remains were a payment in effectrespect of the Securities of such series then due. From The notice shall additionally specify the Tax Redemption Date and after any redemption date, if moneys for redemption all other information necessary to the publication and mailing by the Trustee of Notes notices of such redemption. The Trustee shall have been made available for redemption on such redemption date, such Notes shall cease be entitled to bear interest, if applicable, rely conclusively upon the information so furnished by the Issuer and the only right of the holders of Guarantor in such Notes notice and any Coupons appertaining thereto shall be under no duty to receive check the accuracy or completeness thereof. Such notice shall be irrevocable and upon its delivery the Guarantor shall be obligated to make the payment of or payments referred to therein to the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateTrustee.

Redemption for Tax Reasons. The Issuer may redeem If, as the Notes in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, in or amendment toto the laws, the laws (or any regulations or published tax rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to taxa Tax Jurisdiction, or any change in or amendment to the application official application, administration or official interpretation of such these laws, regulations or published tax rulings, which change or amendment was not announced before, and becomes effective on or after, July 27, 2016 (or, in the case of any change in or amendment to the laws, regulations or published tax rulings of any jurisdiction that becomes a Tax Jurisdiction after the Issue Date date of this Supplemental Indenture, which change or amendment was not announced before, and becomes effective on or after, the date such jurisdiction becomes a Tax Jurisdiction), the Company determines in good faith that it must pay (or will have to pay on the next interest payment date) any additional amounts and that such obligation cannot be avoided by the use of reasonable measures available to the Company, then the Company may, at its option, redeem all, but not less than all, of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes and any additional amounts in respect thereof to, but excluding, the Redemption Date. If the Company chooses to redeem the Notes, the Issuer would be required it will deliver a notice of redemption to pay Additional Amounts, as provided in Condition 7, on the occasion Holders of the next payment due in respect of Notes (with a copy to the Notes. Notice of intention Trustee and the Securities Administrator) to redeem Notes will be given at least once in accordance with Condition 16 redeemed not less than 30 days nor but no more than 60 days before the Redemption Date (which notice will be irrevocable). In addition, as long as the Notes are listed on the New York Stock Exchange (or such other exchange as meets the definition of a ‘recognised stock exchange’ within the meaning of section 1005 of the U.K. Income Tax Act 2007), to the extent required by that exchange, the Company will give notice to that exchange and publicize such redemption in accordance with any such requirements of that exchange. Unless the Company defaults in payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes or portion of the Notes called for redemption. Immediately prior to the date fixed for redemption under this Condition 6(b), provided that no such delivery of any notice of redemption shall be given earlier than 90 days prior described above, the Company will deliver to the effective date Trustee and the Securities Administrator (i) an Officer’s Certificate stating that Company is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right so to elect to redeem have occurred and (ii) an Opinion of Counsel qualified under the laws of the relevant Tax Jurisdiction to the effect that the Company must pay (or will have to pay on the next interest payment date) additional amounts as a result of such amendment or change or amendment and that at the time notice of such redemption is given, such obligation cannot be avoided by the use of reasonable measures available to the Company. On or before any Redemption Date, the Company shall deposit with Paying Agent (or the Securities Administrator) money sufficient to pay such Additional Amounts remains in effect. From the Redemption Price of and after any redemption date, if moneys for redemption of accrued interest on the Notes shall have been made available for redemption to be redeemed on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date.

Redemption for Tax Reasons. The If so specified in the Pricing Supplement, the Issuer may redeem the Notes redeem, this Note in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest before the Stated Maturity Date after giving not less than 30 nor more than 60 calendar days’ notice to (but excluding) the date fixed for redemption under applicable Paying Agent and to the registered holder of this Condition 6(b)Note, if the Issuer shall determine that has or will become obligated to pay Additional Amounts, as described herein and in the Pricing Supplement, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated United States or any political subdivision or any authority thereof or therein of the United States having power to tax, or any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Issue Date date of the NotesPricing Supplement. In connection with any notice of redemption for tax reasons as described herein, the Issuer would will deliver to the Trustee and/or any applicable Paying Agent under the Indenture any required certificate, request or order. Unless otherwise specified in the Pricing Supplement, if redeemed for tax reasons, this Note will be required to pay Additional Amountsredeemed at 100% of its principal amount (or, in the case of an Original Issue Discount Note, the amortized face amount hereof determined as provided in Condition 7, on the occasion of the next payment due in respect date of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(bredemption), provided that no such notice of together with any interest accrued up to, but excluding, the redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effectdate. From and after any redemption date, if moneys monies for the redemption of Notes this Note shall have been made available for redemption on such redemption date, such Notes this Note shall cease to bear interest, interest (if applicable, any) and the holder’s only right of the holders of such Notes and any Coupons appertaining thereto with respect to this Note shall be to receive payment of the Early Redemption Amount principal amount of the Note (or, if this is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest (if any) accrued to (but excluding) such redemption date.

Redemption for Tax Reasons. The Issuer may redeem the Notes in whole, but not in part, If at any time at their Early Redemption Amountsubsequent to the issuance of the 7-Year Fixed Rate Notes, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change inin or amendment to the laws, regulations or governmental policy having the force of law or in the official interpretation or application thereof of Argentina (or of any political subdivision or taxing authority thereof or therein) or any execution of or amendment to, the laws any treaty or treaties affecting taxation to which Argentina (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any such political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations or rulingstaxing authority) is a party, which change or amendment becomes effective on or after the Issue Date date of the NotesIndenture, the Issuer Company is required, or would be required on the next succeeding interest payment date, to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due Amounts in respect of payments on the 7-Year Fixed Rate Notes and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company (which shall not include any adverse modification of the terms of the 7-Year Notes Indenture or the 7-Year Fixed Rate Notes. Notice ), then the 7-Year Fixed Rate Notes may be redeemed as a whole (but not in part), at the option of intention to redeem Notes will be given the Company, at least once in accordance with Condition 16 any time upon not less than 30 days nor more than 60 days prior 90 days’ notice given to the Holders of 7-Year Fixed Rate Notes at any time at an amount equal to 100% of their principal amount together with accrued and unpaid interest thereon to the date fixed for redemption. In order to effect a redemption under this Condition 6(b)of the 7-Year Fixed Rate Notes pursuant to the preceding paragraph, provided the Company shall deliver to the Trustee, at least 45 days prior to the Redemption Date, (i) a certificate signed by two directors of the Company stating that no the obligation to pay such Additional Amounts cannot be avoided by the Company taking reasonable measures available to it and (ii) an opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change, amendment or executed or amended treaty. Such certificate, once delivered by the Company to the Trustee, will be irrevocable and upon its delivery the Company shall be obligated to make the payment or payments referred to therein. No notice of redemption shall may be given earlier than 90 days prior to the effective earliest date of such change or amendment and that at on which the time notice of such redemption is given, such obligation Company would be obligated to pay such Additional Amounts remains were a payment in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right respect of the holders 7-Year Fixed Rate Notes then due. The certificate shall additionally specify the Redemption Date and all other information necessary for the publication and mailing by the Trustee of notices of such Notes and any Coupons appertaining thereto redemption. The Trustee shall be entitled to receive payment of rely conclusively upon the Early Redemption Amount and, if appropriate, all unpaid interest accrued information so furnished by the Company in such certificate and shall be under no duty to (but excluding) such redemption datecheck the accuracy or completeness thereof.

Redemption for Tax Reasons. (a) The Issuer may Company may, at its option, offer to redeem the Notes Securities, in whole, whole but not in part, at any time at their Early a Redemption AmountPrice payable in cash and equal to 100% of the Principal Amount of the Securities, togetherplus accrued and unpaid interest (including Additional Interest, if appropriateany), with accrued but unpaid interest to (to, but excluding) , the date fixed Redemption Date, but without reduction for redemption under this Condition 6(b)applicable taxes of the Relevant Jurisdiction, except in respect of certain Excluded Holders, if the Issuer shall determine Company (including any Surviving Person) has, or on the next Interest Payment Date would, become obligated to pay to the Holders Additional Amounts (that are more than a de minimis amount) as a result of any change inoccurring on or after July 9, or amendment to, 2009 in the laws (or any rules or regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated Relevant Jurisdiction or any political subdivision amendment or any authority thereof change on or therein having power to taxafter July 9, 2009 in an interpretation, administration or any change in the application or official interpretation of such laws, rules or regulations by any legislative body, court, governmental agency, taxing authority or rulingsregulatory or administrative authority (including the enactment of any legislation and the announcement or publication of any judicial decision or regulatory or administrative interpretation or determination) (such redemption, which a “Tax Redemption”); provided, that the Company cannot avoid these obligations by taking commercially reasonable measures available to it and that the Company delivers to the Trustee an opinion of outside legal counsel specializing in Relevant Jurisdiction taxation and an Officers’ Certificate attesting to such change or amendment becomes effective on or after the Issue Date of the Notes, the Issuer would be required and obligation to pay Additional Amounts; provided further, as provided in Condition 7that if the Redemption Date occurs after a Regular Record Date and on or prior to the corresponding Interest Payment Date, on the occasion of the next payment due interest payable in respect of the Notes. Notice of intention to redeem Notes will such Interest Payment Date shall be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior payable to the date fixed Holders of record at the Close of Business on the corresponding Regular Record Date, and the Redemption Price payable to the Holder who presents the security for redemption under this Condition 6(b), provided that no such notice of redemption shall be given earlier than 90 days prior to 100% of the effective date Principal Amount of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateSecurity.

Redemption for Tax Reasons. The Issuer may redeem the Notes this Note in whole, whole but not in part, part at any time at their Early Redemption Amounta redemption price equal to the principal amount thereof (or, in the case of an Original Issue Discount Note, the Amortized Face Amount thereof determined as of the date of redemption), together, if appropriate, with accrued but unpaid interest to (but excluding) excluding the date fixed for redemption under this Condition 6(b)redemption, if the Issuer shall determine determine, based upon a written opinion of independent counsel selected by the Issuer, that as a result of any change in, in or amendment to, to the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations or rulingsrulings of any Relevant Taxing Jurisdiction (as defined below) or any political subdivision or taxing authority thereof or therein affecting taxation, which amendment or change or amendment becomes is effective on or after the Original Issue Date of the Notesthis Note, the Issuer or the Guarantor would be required to pay Additional Amounts, Amounts (as provided in Condition 7, defined below) on the occasion of the next payment due in with respect of the Notesto this Note. Notice of intention to redeem Notes this Note will be given at least once in accordance with Condition 16 as described herein not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b)redemption, provided that no such notice of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts (as defined below) remains in effecteffect and cannot be avoided by the Issuer’s taking reasonable measures available to it. From and after any redemption datedate (each, a “Redemption Date”), if moneys monies for the redemption of Notes this Note shall have been made available for redemption on such redemption dateRedemption Date, such Notes this note shall cease to bear interest, if applicable, and the only right of the holders holder of such Notes and any Coupons appertaining thereto this Note shall be to receive payment of the Early Redemption principal amount thereof (or, in the case of an Original Issue Discount Note, the Amortized Face Amount thereof) and, if appropriate, all unpaid interest accrued to such Redemption Date. Unless otherwise specified in the Pricing Supplement, the Redemption Date with respect to any Floating Rate Note will be an Interest Payment Date. Redemption at the Option of the Issuer Unless otherwise specified on the face hereof or in the Pricing Supplement, this Note will not be subject to any sinking fund. This Note may be redeemed by the Issuer either in whole or in part on and after the Initial Redemption Date, if any, specified on the face hereof or in the Pricing Supplement. If no Initial Redemption Date is specified on the face hereof or in the Pricing Supplement, this Note may not be redeemed prior to the Maturity Date except as provided below in the event that any Additional Amounts (but excludingas defined below) are required to be paid by the Issuer with respect to this Note. On and after the Initial Redemption Date, if any, this Note may be redeemed in increments of US$1,000 (or, if the Specified Currency indicated on the face hereof is other than the U.S. dollar, in such Authorized Denominations specified on the face hereof or in the Pricing Supplement) at the option of the Issuer at the applicable Redemption Price (as defined below), together with unpaid interest accrued hereon at the applicable rate borne by this Note to the Redemption Date, on written notice given not more man 60 nor less than 30 calendar days prior to the Redemption Date (unless otherwise specified on the face hereof or in the Pricing Supplement); provided, however, that, in the event of redemption dateof this Note in part only, the unredeemed portion hereof shall be an Authorized Denomination specified on the face hereof or in the Pricing Supplement. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the surrender hereof. The “Redemption Price” shall initially be the Initial Redemption Percentage specified on the face hereof or in the Pricing Supplement of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date specified on the face hereof or in the Pricing Supplement by the Annual Redemption Percentage Reduction, if any, specified on the face hereof or in the Pricing Supplement, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount.

Redemption for Tax Reasons. The Issuer Company may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amount, togetherupon giving not less than ten nor more than 60 days’ notice to the Holders and, if appropriateapplicable, to the CNV at a redemption price equal to 100% of the principal amount of the Outstanding Notes, together with Additional Amounts, if any, and accrued but and unpaid interest to (to, but excluding) , the date fixed for redemption under this Condition 6(b)of redemption, if the Issuer shall determine that if, as a result of (1) any amendment to, or change in, or amendment to, the laws (or any rules, regulations or rulings promulgated issued thereunder) or treaties of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to taxa Relevant Taxing Jurisdiction, or (2) any amendment to, or change in the application in, application, administration or official interpretation of such laws, regulations rules, regulations, rulings or rulingstreaties (including, without limitation, the holding of a court of competent jurisdiction or a change in published administrative practices), which amendment or change or amendment becomes effective on or after the Issue Date of (or, if a Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the NotesIssue Date, the Issuer on or after such later date), a Payor is or would be required obligated, after taking commercially reasonable measures to avoid this requirement (it being understood that changing the jurisdiction of incorporation of a Payor or the location of a Payor’s principal executive or registered office shall not be a commercially reasonable measure), to pay any Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to Amounts following the date fixed for redemption under this Condition 6(b), on which such amendment or change becomes effective; provided that no such notice of redemption shall for tax reasons may be given earlier than 90 days prior to the effective earliest date on which the Payor would be obligated to pay these Additional Amounts if a payment on the Notes were then due. Prior to the giving of such change or amendment and that at the time any notice of redemption pursuant to this provision, the Company shall be required to deliver to the Trustee: (a) a certificate signed by one of the Company’s duly authorized representatives stating that the Company is entitled to effect the redemption and setting forth a statement of facts giving rise to such redemption is givenright of redemption, such obligation and (b) a written opinion of recognized counsel in the Relevant Jurisdiction to the effect that the Payor has or will become obligated to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders as a result of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption datechange or amendment.

Redemption for Tax Reasons. The Issuer Securities may redeem be redeemed, at the Notes option of the Company, in whole, whole but not in part, at any time time, at their Early Redemption Amount, togethera price equal to 100% of the outstanding principal amount thereof plus accrued interest, if appropriateany, with accrued but unpaid to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest to (but excludingdue on the relevant interest payment date) the date fixed for redemption under this Condition 6(b)and including Additional Amounts payable in respect of such payment, if the Issuer shall determine Company determines and certifies to the Trustee immediately prior to the giving of such notice that as a result of any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated Mexico or any political subdivision or any authority thereof or therein having power to taxtaxing authority therein, or any amendment to or change in the application or an official interpretation of or application regarding such laws, regulations or rulings, which change amendment, change, application or amendment interpretation becomes effective on or after the Issue Date of the NotesJuly 15, 1997, the Issuer Company pays, or would be required obligated for reasons outside its control, and after taking reasonable measures available to pay it to avoid such obligation, to pay, Additional Amounts, as provided in Condition 7, on the occasion of the next payment due Amounts in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior any Security pursuant to the date fixed for redemption under this Condition 6(bterms and conditions thereof which exceed the Additional Amounts that would have been payable if Mexican withholding tax at a rate of 15% would be imposed on payments of interest or amounts deemed to be interest to Holders ("Excessive Additional Amounts"); provided, provided however, that no such (i) notice of such redemption shall not be given earlier than 90 days prior to the effective earliest date of on which the Company would, but for such change or amendment redemption, be obligated to pay such Excessive Additional Amounts and that (ii) at the time such notice of such redemption is given, such the Company's obligation to pay such Additional Amounts (including any Excessive Additional Amounts) remains in effect; provided further, however, that such notice shall not be deemed effectively given if on the date on which the notice is given, the Company no longer has an obligation to pay Excessive Additional Amounts as a result of a subsequent change in law. From and after Prior to the publication of any notice of redemption datepursuant to this Section, if moneys for redemption of Notes the Company shall have been made available for redemption on deliver to the Trustee (a) an Officers' Certificate stating that the Company is entitled to effect such redemption date, such Notes shall cease and setting forth a statement of facts showing that the conditions precedent to bear interest, if applicable, and the only right of the holders Company so to redeem have occurred and (b) an opinion of Mexican legal counsel acceptable to the Trustee to the effect that the Company has or will become obligated to pay such Notes and any Coupons appertaining thereto shall be Excessive Additional Amounts as a result of an amendment or change referred to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption datein this Section.

Redemption for Tax Reasons. The Issuer may redeem If, as the Notes in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, in or amendment toto the laws, the laws (or any regulations or published tax rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to taxa Tax Jurisdiction, or any change in or amendment to the application official application, administration or official interpretation of such these laws, regulations or published tax rulings, which change or amendment was not announced before, and becomes effective on or after, July 20, 2016 (or, in the case of any change in or amendment to the laws, regulations or published tax rulings of any jurisdiction that becomes a Tax Jurisdiction after the Issue Date date of this Supplemental Indenture, which change or amendment was not announced before, and becomes effective on or after, the date such jurisdiction becomes a Tax Jurisdiction), the Company determines in good faith that it must pay (or will have to pay on the next interest payment date) any additional amounts and that such obligation cannot be avoided by the use of reasonable measures available to the Company, then the Company may, at its option, redeem all, but not less than all, of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes and any additional amounts in respect thereof to, but excluding, the Redemption Date. If the Company chooses to redeem the Notes, the Issuer would be required it will deliver a notice of redemption to pay Additional Amounts, as provided in Condition 7, on the occasion Holders of the next payment due in respect of Notes (with a copy to the Notes. Notice of intention Trustee and the Securities Administrator) to redeem Notes will be given at least once in accordance with Condition 16 redeemed not less than 30 days nor but no more than 60 days before the Redemption Date (which notice will be irrevocable). In addition, as long as the Notes are listed on the New York Stock Exchange (or such other exchange as meets the definition of a ‘recognised stock exchange’ within the meaning of section 1005 of the U.K. Income Tax Act 2007), to the extent required by that exchange, the Company will give notice to that exchange and publicize such redemption in accordance with any such requirements of that exchange. Unless the Company defaults in payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes or portion of the Notes called for redemption. Immediately prior to the date fixed for redemption under this Condition 6(b), provided that no such delivery of any notice of redemption shall be given earlier than 90 days prior described above, the Company will deliver to the effective date Trustee and the Securities Administrator (i) an Officer’s Certificate stating that Company is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right so to elect to redeem have occurred and (ii) an Opinion of Counsel qualified under the laws of the relevant Tax Jurisdiction to the effect that the Company must pay (or will have to pay on the next interest payment date) additional amounts as a result of such amendment or change or amendment and that at the time notice of such redemption is given, such obligation cannot be avoided by the use of reasonable measures available to the Company. On or before any Redemption Date, the Company shall deposit with Paying Agent (or the Securities Administrator) money sufficient to pay such Additional Amounts remains in effect. From the Redemption Price of and after any redemption date, if moneys for redemption of accrued interest on the Notes shall have been made available for redemption to be redeemed on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date.

Redemption for Tax Reasons. The Issuer If, as a result of any Tax Event (as defined below), the Company becomes or, based upon the Company’s receipt of a written opinion of independent counsel selected by the Company, there is a substantial probability that the Company will become, obligated to pay Additional Amounts as described in this Addendum with respect to the Notes, then the Company may redeem the Notes at its option redeem, in whole, but not in part, the Notes on not less than 10 nor more than 60 days’ prior notice, at any time at a Redemption Price equal to 100% of their Early Redemption Amountprincipal amount, together, if appropriate, together with accrued but unpaid interest to (interest, if any, thereon to, but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) Redemption Date. Promptly after the determination thereof, the Company shall give the Trustee written notice of the jurisdiction Redemption Price provided for in which this Addendum, and the Issuer Trustee shall not be responsible for such calculation. If a Note is incorporated or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective redeemed on or after the Issue a Regular Record Date of the Notes, the Issuer would be required to pay Additional Amounts, as provided in Condition 7, but on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days or prior to the date fixed related Interest Payment Date, any accrued and unpaid interest to the Redemption Date shall be paid on the Redemption Date to the Person in whose name a Note is registered at the close of business on such Regular Record Date. Unless the Company defaults in payment of the Redemption Price, from and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption. Except pursuant to this Addendum, the Notes shall not be redeemable at the Company’s option prior to the Stated Maturity. Any redemption under pursuant to this Condition 6(b)Addendum shall be made pursuant to the provisions of Sections 11.01 through 11.07 of the Indenture. Any redemption notice issued pursuant to paragraphs (a) or (b) above may, provided that no at the Company’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption shall be given earlier than 90 days prior to the effective date of describe each such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interestcondition and, if applicable, shall state that, at the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such Redemption Date be delayed to a date later than 60 days after the date on which such notice was given), or such redemption may not occur and such notice may be rescinded in the only right event that any or all such conditions shall not have been satisfied or waived by the Redemption Date, or by the Redemption Date as so delayed. The Company shall notify Holders of Notes subject to such conditional redemption of any such rescission as soon as practicable after the holders Company determines that the conditions precedent to the redemption of such Notes will not be able to be satisfied or the Company is not able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and any Coupons appertaining thereto shall be to receive payment of payable on the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateDate and at the applicable Redemption Price.

Redemption for Tax Reasons. The If so specified in the Pricing Supplement, the Issuer may redeem the Notes this Note in whole, but not in part, at any time at their Early Redemption Amount(in the case of Notes other than Floating Rate Notes) or on any Interest Payment Date (in the case of Floating Rate Notes), together, if appropriate, with accrued but unpaid interest after giving not less than 30 nor more than 60 calendar days’ notice to (but excluding) the date fixed for redemption under applicable Paying Agent and to the registered holder of this Condition 6(b)Note, if the Issuer shall determine that has or will become obligated to pay Additional Amounts, as described above, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated United States or any political subdivision or any authority thereof or therein of the United States having power to tax, or any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Issue Date date of the NotesPricing Supplement, and the Issuer would be required cannot avoid such obligation by taking reasonable measures available to pay Additional Amounts, as provided in Condition 7, on it. Before the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b), provided that no such Issuer delivers or publishes any notice of redemption shall be given earlier than 90 days prior for tax reasons, it will deliver to the effective Trustee and any other applicable Paying Agent an officers’ certificate complying with the applicable provisions of the Indenture. Unless otherwise specified in the Pricing Supplement, any Note redeemed for tax reasons will be redeemed at 100% of its principal amount (or, in the case of an Original Issue Discount Note, the amortized face amount hereof determined as of the date of such change or amendment and that at redemption), together with any interest accrued up to, but excluding, the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effectdate. From and after any redemption date, if moneys monies for the redemption of Notes this Note shall have been made available for redemption on such redemption date, such Notes this Note shall cease to bear interest, if applicable, interest and the holder’s only right of the holders of such Notes and any Coupons appertaining thereto with respect to this Note shall be to receive payment of the Early Redemption Amount principal amount of the Note (or, if this is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date.

Redemption for Tax Reasons. The Issuer may redeem the Notes in wholeIf, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunderunder the laws) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to taxUnited States, or any change in in, or amendments to, an official position regarding the application or official interpretation of such laws, regulations or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change or amendment is announced and becomes effective on or after the Issue Date date of this Eleventh Supplemental Indenture, the Issuer becomes or will become obligated to pay additional amounts as described in Section 4.6 hereof with respect to the Notes, then the Issuer would be required to pay Additional Amountsmay, as provided at any time at its option, redeem, in Condition 7whole, but not in part, the Notes on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days 15 nor more than 60 days prior notice to the Holders, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest and additional amounts, if any, on the Notes being redeemed to, but excluding, the redemption date fixed for (subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest date and additional amounts, if any, in respect thereof) and all additional amounts, if any, then due and which will become due on the redemption under this Condition 6(b)date as a result of the redemption or otherwise; provided, provided however, that no such the notice of redemption shall not be given earlier than 90 days prior before the earliest date on which the Issuer would be obligated to pay such additional amounts if a payment in respect of the effective date of such change or amendment Notes were then due and that unless at the time such notice of such redemption is given, given such obligation to pay such Additional Amounts additional amounts remains in effecteffect (or will be in effect at the time of such redemption). From and after Prior to any redemption datesuch notice of redemption, if moneys for redemption of Notes shall have been made available for redemption on the Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it is entitled to effect such redemption date, such Notes shall cease and that the obligation to bear interest, if applicable, pay additional amounts cannot be avoided by taking reasonable measures available to it and (b) a written opinion of independent counsel selected by the only right of Issuer to the holders of such Notes and any Coupons appertaining thereto shall be effect that the Issuer has been or will become obligated to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption datepay additional amounts.

Redemption for Tax Reasons. The Issuer If, as a result of any ---------------------------- amendment to, or change in, or expiration of, the laws (or any regulation or rulings thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an application or official interpretation of such laws or regulations, which amendment or change of such laws or regulations becomes effective on or after the Issue Date, the Company would be obligated, for reasons outside of its control, and after making such endeavors as the Company may redeem consider reasonable to avoid such requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10%, then, at the Company's option, the Notes may be redeemed at any time in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Issue Date of the Notes, the Issuer would be required to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 by giving not less than 30 days nor more than 60 days days' prior written notice at a Redemption Price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, and any Additional Amounts due thereon, to the date fixed for redemption under this Condition 6(b)of redemption; provided, provided however, that (i) no such notice of redemption shall may be given earlier than 90 days prior to the effective earliest date of on which the Company would be obligated to pay such change or amendment Additional Amounts, and that (ii) at the time such notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after Prior to the publication of any notice of redemption datepursuant to this provision, if moneys for redemption of Notes the Company shall have been made available for redemption on deliver to the Trustee (i) an Officers' Certificate stating that the Company is entitled to effect such redemption date, such Notes shall cease and setting forth a statement of facts showing that the conditions precedent to bear interest, if applicable, and the only right of the holders Company to redeem have occurred and (ii) an opinion of independent Mexican legal counsel (which may be counsel to the Company) of recognized standing to the effect that the Company has or shall become obligated to pay such Additional Amounts as a result of such Notes and any Coupons appertaining thereto change or amendment. Such notice, once delivered by the Company to the Trustee, shall be irrevocable. Any redemption pursuant to receive payment this Section 3.08 shall be made pursuant to the provisions of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateSections 3.01 through 3.06 hereof.

Redemption for Tax Reasons. The Issuer may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any time at their Early Redemption Amountaccrued interest and Additional Amounts to, togetherbut not including, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any a change in, in or amendment toto the tax laws, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, Relevant Taxing Jurisdiction or any change in official position regarding the application or official interpretation of such tax laws, regulations or rulingsrulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective on or after the Issue Date issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer would be required becomes or will become obligated to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in Amounts with respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption Notes as described above under this Condition 6(b)“ —Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided that (1) no such notice of redemption shall may be given earlier than 90 days prior to the effective earliest date of such change or amendment on which we would be obligated to pay the Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and that (2) at the time such notice of such redemption is given, such given the obligation to pay such Additional Amounts remains in effect. From For the avoidance of doubt, the entering into effect on a future date of the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021), substantially in the form currently enacted, shall not be considered to be a change or amendment of law for purposes of this heading “ —Redemption for Tax Reasons.” If the Issuer exercises its option to redeem the Notes, the Issuer shall deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and after any redemption date, if moneys for redemption of Notes shall have been made (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, it. The Trustee and the only Paying Agent shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right of to redeem the Notes, which determination shall be conclusive and binding on the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateNotes.

Redemption for Tax Reasons. The Issuer may redeem Unless otherwise specified in the applicable Final Terms, the Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time at their Early Redemption Amount(in the case of Notes other than Floating Rate Notes, togetherDual Currency Interest Notes or Index Linked Interest Notes) or on any Interest Payment Date (in the case of Floating Rate Notes, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(bDual Currency Interest Notes or Index Linked Interest Notes), if on giving not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable) if, on the occasion of the next payment due under the Notes, the Issuer shall determine that has or will become obliged to pay additional amounts as provided or referred to in Condition 8, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated and/or any jurisdiction in which the Issuer is engaged in the conduct of a trade or business (each, the “Relevant Jurisdiction”) or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Issue Date of the Notes, the Issuer would be required to pay Additional Amounts, as provided in Condition 7, on the occasion first Tranche of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b), and provided that no such notice of redemption shall be given earlier than 90 days prior to the effective earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Agent a certificate signed by an authorized signatory of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognized standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateamendment.

Redemption for Tax Reasons. (a) The Issuer may Company may, at its option, offer to redeem the Notes Securities, in whole, whole but not in partpart (except in respect of certain Excluded Holders), at any time at their Early a price (the “Redemption AmountPrice”) payable in cash and equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, togetherincluding Additional Interest, if appropriateany, with accrued but unpaid interest to (to, but excluding) , the date fixed Redemption Date, and including, for redemption under this Condition 6(b)the avoidance of doubt, any Additional Amounts with respect to such Redemption Price, if the Issuer shall determine Company has, or on the next Interest Payment Date would, become obligated to pay to the Holders Additional Amounts (that are more than a de minimis amount) as a result of any change inor amendment occurring on or after the date of the Offering Memorandum, or amendment toin the case of a successor, after the date such successor assumes all of our obligations under the Notes and this Indenture, in the laws (or any rules or regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, a Relevant Taxing Jurisdiction or any change or amendment on or after the date of the Offering Memorandum, or in the case of a successor, after the date such successor assumes all of our obligations under the Notes and this Indenture, in an interpretation, administration or application or official interpretation of such laws, rules or regulations by any legislative body, court, governmental agency, taxing authority or rulingsregulatory or administrative authority of such Relevant Taxing Jurisdiction (including the enactment of any legislation and the announcement or publication of any judicial decision or regulatory or administrative interpretation or determination) (a “Change in Tax Law” and such redemption, which change or amendment becomes effective on or after a “Tax Redemption”); provided, that the Issue Date Company may only elect a Tax Redemption if (x) the Company cannot avoid these obligations by taking commercially reasonable measures available to it and (y) the Company delivers to the Trustee an opinion of outside legal counsel of recognized standing in the Notes, the Issuer would be required Relevant Taxing Jurisdiction and an Officers’ Certificate attesting to such Change in Tax Law and obligation to pay Additional Amounts; provided further, as provided in Condition 7that if the Redemption Date occurs after a Regular Record Date and on or prior to the corresponding Interest Payment Date, on the occasion of the next payment due interest, including Additional Interest, if any, payable in respect of the Notes. Notice of intention to redeem Notes will such Interest Payment Date shall be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior payable to the date fixed for redemption under this Condition 6(b), provided that no such notice Holders of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that record at the time notice close of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption business on such redemption date, such Notes shall cease to bear interest, if applicablethe corresponding Regular Record Date, and the only right Redemption Price payable to the Holder whose Note is redeemed will be equal to 100% of the holders principal amount of such Notes and Note, including, for the avoidance of doubt, any Coupons appertaining thereto shall be Additional Amounts with respect to receive payment of the Early such Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption datePrice.

Redemption for Tax Reasons. The This Note may be redeemed at the option of the Issuer may redeem the Notes in whole, but not in part, at any time time, on giving not less than 30 nor more than 60 days' notice in accordance with Clause 3 of the Indenture at their Early Redemption Amountthe principal amount hereof, together, if appropriate, together with any Additional Amounts and interest accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b)redemption, if (a) the Issuer shall determine that or the Guarantor has or will become obligated to pay Additional Amounts as described in Clause 6 of this Note and in Clause 4.11 of the Indenture as a result of any change in, or amendment to, the laws (laws, treaties, rulings or regulations of any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to taxTaxing Jurisdiction, or any change in in, or amendment to the application or official interpretation of such laws, regulations treaties, rulings or rulingsregulations, including a holding by a court of competent jurisdiction, which change or amendment becomes effective on or after 28 January 2005 (or in the Issue Date case of Additional Amounts that a successor to the NotesGuarantor or the Issuer is obligated to pay, the Issuer would be required date on which that successor became such pursuant to pay the Indenture); provided that in the case of Additional AmountsAmounts payable by the Guarantor arising from an imposition or levy of Taxes by the Russian Federation or any political subdivision or taxing authority thereof on amounts paid under the Guarantee, as provided the Taxes are imposed or levied at a rate in Condition 7, excess of 30 per cent. on the occasion of gross amount payable under the next payment due in respect of Guarantee, and (b) such obligation cannot be avoided by the Notes. Notice of intention Issuer or the Guarantor taking reasonable measures available to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b), it; provided that no such notice of redemption shall be given earlier than 90 60 days prior to the effective earliest date of such change on which the Issuer or amendment and that at the time notice of such redemption is given, such obligation Guarantor would be obliged to pay such Additional Amounts remains were a payment in effectrespect of this Note then due. From and after Prior to the publication of any notice of redemption datepursuant to this paragraph, if moneys for redemption of Notes the Issuer shall have been made available for redemption on deliver to the Trustee an Officer's Certificate stating that the Issuer is entitled to effect such redemption date, such Notes shall cease and setting forth a statement of facts showing that the conditions precedent to bear interest, if applicable, and the only right of the holders Issuer so to redeem have occurred, and an Opinion of Counsel of recognized international standing to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This Note may be redeemed pursuant to this Clause only if all Notes are simultaneously so redeemed. If money in an amount sufficient to pay the Redemption Price of all Notes to be redeemed on the Redemption Date pursuant to this Clause 7 is deposited with a Paying Agent on or before the applicable Redemption Date and any Coupons appertaining thereto shall certain other conditions are satisfied, interest on the Notes to be redeemed on the applicable Redemption Date will cease to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateaccrue.

Redemption for Tax Reasons. The Issuer may redeem (i) Unless otherwise specified in the applicable Pricing Supplement, the Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time at their Early Redemption Amount(in the case of Notes other than Floating Rate Notes or Index Linked Interest Notes) or on any Interest Payment Date (in the case of Floating Rate Notes or IndexLinked Interest Notes), togetheron giving not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable) if, if appropriateon the occasion of the next payment due under the Notes, with accrued but unpaid interest to either (but excludingi) the date fixed for redemption under this Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 6(b), if 8 or (ii) the Guarantor is unable to procure payment by the Issuer shall determine that and in making payment itself would be obliged to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer or, as the case may be, the Guarantor is incorporated and/or any jurisdiction in which the Issuer or Guarantor, as the case may be, is engaged in the conduct of a trade or business (each, the ‘Relevant Jurisdiction’) or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Issue Date of the Notes, first Tranche of the Notes and provided that such obligation cannot be avoided by the Issuer would be required to pay Additional Amountsor the Guarantor, as applicable, taking reasonable measures available to it, and provided in Condition 7, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b), provided further that no such notice of redemption shall be given earlier than 90 days prior to the effective earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Agent a certificate signed by an authorised signatory of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption dateamendment.