Common use of Tax Redemption Clause in Contracts

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

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

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

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

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

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

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

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

Tax Redemption. (a) Each Unless otherwise specified pursuant to Section 301, the Company shall have the right to redeem a series of Securities may be redeemed at any time, at the option of the Company, in whole but not in part, upon written notice as described below, at a redemption price equal to 100% of the principal amount thereof, thereof together with accrued and unpaid interest, if any, interest to, but not including, the Redemption Datedate fixed for redemption, upon the giving of a notice as described below, if the Company determines that (i) as a result of (A) any change in, in or amendment to, to the laws (or any regulations or rulings promulgated thereunder) of the a Relevant Taxing Jurisdiction or (or, in the case of Additional Amounts payable by a successor Person to the Company, the applicable Successor Jurisdiction), or B) any change in the official application or official interpretation of such laws laws, regulations or regulationsrulings by any legislative body, court, governmental agency or regulatory authority (including a holding by a court of competent jurisdiction) of a Relevant Taxing Jurisdiction, which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 301, if any date is so specified, the Issue Date Company or a successor, as applicable, have or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series; or (orii) on or after a date specified pursuant to Section 301, if any date is so specified, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in a Relevant Taxing Jurisdiction, including any of those actions specified in clause (i), whether or not such action was taken or such decision was rendered with respect to the Company or a successor, as applicable, or any change, amendment, application or interpretation will be officially proposed, which, in any such case, in the case Opinion of Additional Amounts payable by a successor Person Counsel to the Company, shall result in the Company, or its successor, as applicable, becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such successor Person to the Company became series, and, in any such pursuant to the applicable provisions of this Indenturecase set forth in clause (i) or (a “Tax Change”ii), the Company or any such successor Person to the Company is, or would be, obligated to pay Additional Amounts upon the next payment of principal, premium, if any, or interest in respect of such Securities and (ii) determines that such obligation cannot be avoided by the Company or any such successor Person to the Company taking use of reasonable measures available to it, provided that changing the jurisdiction Company (which shall not include the substitution of an obligor in respect of the Company or debt securities); and in any such successor Person case, the Company, in its business judgment, determines that the payment of Additional Amounts cannot be avoided by the use of reasonable measures available to Company is not a reasonable measure for purposes of this Section 4.07(a)the Company. (b) Prior Notice of intention to redeem such series of Securities as provided above will be given not more than 60 nor less than 30 days prior to the giving date fixed for redemption and shall specify the date fixed for redemption. (c) In the event that the Company elects to redeem a series of any notice of redemption of the Securities pursuant to this Section 4.07(a)1109, the Company or any such successor Person to the Company shall deliver to the Securities Administrator and the Trustee (i) a notice of such redemption election, (ii) an opinion of External Legal Counsel or an opinion of an Independent Tax Consultant to the effect Officer’s Certificate stating that the Company or any such successor Person to the Company is, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from the Company or any such successor Person to the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to it. The Trustee shall be is entitled to rely conclusively upon redeem such Officers’ Certificate and opinion as sufficient evidence of the conditions precedent described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant Holders. (c) Any redemption series of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company or any such successor Person to the Company would be required to pay Additional Amounts if a payment in respect of such Securities was then duetheir terms.

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

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

Tax Redemption. (a) Each The Notes of any series of Securities may be redeemed at any time, at the option of the Companyour option, in whole but not in part, upon written notice as described below, at a redemption price equal to 100% of the principal amount thereof, together with plus accrued and unpaid interest, if any, to, but not including, the Redemption Datedate fixed for redemption, if (i) as a result of any change in, or amendment to, the laws or regulations of the a Relevant Jurisdiction (as defined below) (or, in the case of Additional Amounts payable by a successor Person to the Companyus, the applicable Successor JurisdictionJurisdiction (as defined below)), or any change in the official application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date issue date of the applicable Notes (or, in the case of Additional Amounts payable by a successor Person to the Companyus, the date on which such successor Person to the Company us became such pursuant to the applicable provisions of this Indenture) (a “Tax Change”), the Company we or any such successor Person to the Company us is, or would be, obligated to pay Additional Amounts upon the next payment of principal, premium, premium (if any, ) or interest in respect of such Securities the Notes and (ii) such obligation cannot be avoided by the Company us or any such successor Person to the Company us taking reasonable measures available to it, provided that changing the jurisdiction of the Company our or such successor Person to Company Person’s jurisdiction of organization or tax residency is not a reasonable measure for purposes of this Section 4.07(a). (b) section. Prior to the giving of any notice of redemption of the Securities Notes of any series pursuant to Section 4.07(a)the foregoing, the Company we or any such successor Person to the Company us shall deliver to the Trustee (i) a notice of such redemption election, election and (ii) an opinion of External Legal Counsel an independent legal counsel or an opinion of an Independent Tax Consultant independent tax consultant to the effect that the Company we or any such successor Person to the Company us is, or would become, obligated to pay such Additional Amounts as the result of a Tax Change and (iii) an Officers’ Certificate from the Company or any such successor Person to the Company, stating that such amendment or change has occurred, describing the facts leading thereto and stating that such requirement cannot be avoided by the Company or any such successor Person to the Company taking reasonable measures available to itChange. The Trustee shall be entitled to accept and conclusively rely conclusively upon on (without liability) any such Officers’ Certificate opinion provided to it and shall not be required to review or monitor compliance with the provisions hereof nor liable to any person for accepting any opinion as sufficient evidence provided to it hereunder. Notice of such a redemption of the conditions precedent described in Section 4.07(a), in which event it shall be conclusive and binding on the relevant Holders. (c) Any redemption of Securities pursuant to Section 4.07 shall be made (except as otherwise specified pursuant to Section 3.01 for Securities of any series) in accordance with this Article; provided that no such notice of redemption Notes shall be given earlier to the holders of the Notes not less than 90 30 days nor more than 60 days prior to the earliest date fixed for redemption. Notice having been given, the Notes shall become due and payable on which the Company date fixed for redemption and will be paid at the redemption price, together with accrued and unpaid interest, if any, to, but not including, the date fixed for redemption, at the place or any such successor Person places of payment and in the manner specified in the Notes or the Indenture. From and after the redemption date, if moneys for the redemption of the Notes shall have been made available as provided in the Indenture for redemption on the redemption date, the Notes shall cease to bear interest, and the Company would only right of the holders of the Notes shall be required to pay Additional Amounts receive payment of the redemption price and accrued and unpaid interest, if a payment in respect of such Securities was then dueany, to, but not including, the date fixed for redemption.

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

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