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

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

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise Each series of Securities may be redeemed at the option of the Company (or their successors) in whole but not in part at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified as contemplated by Section 301 with respect to any the terms of such series of Securities, if, ) if (i) the Company is or would be required to pay Additional Amounts as the a result of (a) any change in or any amendment to the laws, laws or any regulations or published tax rulings promulgated thereunder of any Relevant Jurisdictionthe United States (or in the case of a successor Person to the Company, of the jurisdiction in which such successor Person is organized or of any political subdivision or taxing authority thereof or therein, affecting taxation, ) or (bii) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally rulings, or any change in relation the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which the Securities United States (or the Guaranteessuch other jurisdiction or political subdivision or taxing authority) is a party, which change change, execution or amendment is proposed and becomes effective on or after the later of (x) the original issue date of issuance of such Securities series pursuant to Section 301(23) (or Guarantees or (y) in the date on which case of a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available successor Person to the public prior to such original issue date or Company, the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is latersuccessor Person became such), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that: (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing giving of any notice of any redemption of any such Securities pursuant to this SectionIndenture, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or Company will deliver to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion Officers’ Certificate, stating that the Company is entitled to effect such redemption and setting forth in reasonable detail a statement of Counsel to the effect circumstances showing that the conditions precedent to the right of the Issuer Company to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonablebeen satisfied.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified If (i) as contemplated by Section 301 with respect to any series of Securities, if, as the a result of (a) any change in in, or any amendment to to, the laws, laws or regulations or published tax rulings of any Relevant Jurisdiction, Spain or of any political subdivision or taxing authority thereof or therein, affecting taxation, any authority or (b) any change agency therein or thereof having power to tax or in the official administration, application interpretation or interpretation by a relevant court or tribunal, government or government authority administration of any Relevant Jurisdiction of such laws, laws or regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later date of issue of the first issued Senior Non Preferred Debt Securities of such series, the Company shall determine that (xa) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors Company would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture 10.04 or (b) the terms of any Guarantee Company would not be entitled to claim a deduction in computing tax liabilities in Spain in respect of any interest to be paid on the next succeeding Interest Payment Date interest payment date on such series of Senior Non Preferred Debt Securities or the value of such deduction to the Company would be materially reduced or (assuming, in c) the case applicable tax treatment of the Guarantors, a payment in respect Senior Non Preferred Debt Securities of such interest series changes in a material way that was required to be made not reasonably foreseeable at the issue date and (ii) such circumstances are evidenced by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment delivery by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available Company to the Issuer or to Trustee of a copy of the applicable GuarantorSupervisory Permission for the redemption, if and as the case may berequired, the Issuer Company may, at its option, redeem all (but not option and having given no less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 15 nor more than 60 30 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% the Holders of the outstanding principal amount Senior Non Preferred Debt Securities of such series in accordance with Section 11.04 (which notice shall be irrevocable) and a concurrent copy thereof plus accrued and unpaid interest due thereon up toto the Trustee, redeem in whole, but not includingin part, the Outstanding Senior Non Preferred Debt Securities of such series (in accordance with the requirements of Applicable Banking Regulations in force at the relevant time) at their early tax redemption amount (the “Early Redemption Amount (Tax)”) (which shall be their principal amount), together with any accrued interest thereon to (but excluding) the date fixed for redemption; provided, however, that: that (1i) in the case of (i)(a) above, no such notice of redemption may be given earlier than 60 90 days prior to the earliest date on which the Issuer or the applicable Guarantor Company would be obligated obliged to pay such Additional Amounts were a payment in respect of the Senior Non Preferred Debt Securities or the applicable Guarantee thereof of such series then due, and due and (2ii) at the time any such redemption notice is given, such obligation due to pay such Additional Amounts must remain changes in effect. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities tax treatment pursuant to this Section have occurred 11.08 may only take place in accordance with Applicable Banking Regulations in force at the relevant time and a certificate signed by a Director or an Authorized Officer stating that subject to the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the IssuerCompany obtaining Supervisory Permission therefor, the applicable Guarantor or the Successor Person, if and as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonablerequired.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified provided in the Senior Debt Securities of any series and subject to the satisfaction of the Regulatory Redemption Conditions, the Issuer will have the option to redeem the Senior Debt Securities of any series in whole as contemplated by Section 301 3.01 with respect to any series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Senior Debt Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104notice, on any Interest Payment Date, at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued and but unpaid interest due thereon up tointerest, but not includingif any, in respect of such series of Senior Debt Securities to the date fixed for redemption; providedredemption (or, howeverin the case of Original Issue Discount Securities, thatthe accreted face amount thereof, together with accrued interest, if any), if, at any time, the Issuer shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party) or any change in the official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective on or after a date included in the terms of such series of Senior Debt Securities pursuant to Section 3.01: (1a) no such notice in making payment under the Senior Debt Securities in respect of redemption may be given earlier than 60 days prior to principal or premium, if any, or interest, if any, it has or will or would on the earliest date on which the Issuer or the applicable Guarantor would be next Interest Payment Date become obligated to pay such Additional Amounts were a Amounts; (b) any payment of Interest on an Interest Payment Date in respect of the Senior Debt Securities has been treated as a “distribution”, or the applicable Guarantee payment of interest on the next Interest Payment Date in respect of any of the Senior Debt Securities would be treated as a “distribution,” in each case within the meaning of Section 1000 of the Corporation Tax ▇▇▇ ▇▇▇▇ of the United Kingdom (or any statutory modification or re-enactment thereof then due, andfor the time being); or (2c) at on an Interest Payment Date the time any Issuer was not entitled, or on the next Interest Payment Date the Issuer would not be entitled, to claim a deduction in respect of such redemption notice is given, payment of interest in computing its United Kingdom taxation liabilities (or the value of such obligation to pay such Additional Amounts must remain in effect. Prior deduction to the publication Issuer would be materially reduced). In any case where the Issuer shall determine that as a result of any change in the official application or mailing interpretation of any laws or regulations it is entitled to redeem the Senior Debt Securities of any series, the Issuer shall be required to deliver to the Trustee prior to the giving of any notice of any redemption a written legal opinion of any Securities pursuant to this Section, independent United Kingdom counsel of recognized standing (selected by the Issuer, ) in a form reasonably satisfactory to the applicable Guarantor Trustee confirming that the relevant change in the official application or any Person with whom interpretation of such laws or regulations has occurred and that the Issuer or the applicable Guarantor has consolidated or merged, or is entitled to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of exercise its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of redemption. (b) Sections 11.09, 11.10 and 11.11 are hereby added at the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect end of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors Article 11 of the Issuer or the Successor Person, Base Indenture as the case may be, believes in good faith are commercially reasonable.follows:

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by established in accordance with Section 301 with respect to any 2.03, a series of SecuritiesSecurities may, subject to the prior confirmation of the FSA (if and to the extent required under the then-applicable Japanese banking laws or regulations), be redeemed at the option of the Company, in whole but not in part, at any time, upon notice thereof given by the Company in accordance with Section 11.03, at a redemption price equal to 100% of the principal amount of the Securities then outstanding (together with accrued and unpaid interest to (but excluding) the date fixed for redemption and Additional Amounts, if any), if, as the a result of (a) any change in in, or amendment to, the laws (or any amendment to the laws, regulations or published tax rulings promulgated thereunder) of any Relevant Jurisdiction, Japan (or of any political subdivision sub-division or taxing authority thereof in or therein, of Japan) affecting taxation, or (b) any change in the official administration, position regarding the application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally (including a holding, judgment, or in relation to the Securities or the Guaranteesorder by a court of competent jurisdiction), which change change, amendment, application or amendment is proposed and interpretation becomes effective on or after the later of (x) the original issue date of such Securities the final offering document for the relevant series of Securities, the Company is, or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administrationnext interest payment date would be, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case holders of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the Securities which obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures reasonably available to the Issuer or to the applicable GuarantorCompany; provided that, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that: (1) no such notice of redemption may be given earlier than 60 90 days prior to the earliest date on which the Issuer or the applicable Guarantor Company would be obligated to pay make such payment of Additional Amounts were if a payment in respect of the Securities or the applicable Guarantee thereof were then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing to holders of Securities of any notice of any redemption of any the Securities pursuant to this SectionSection 11.02 and Section 11.03, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or Company shall certify to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with that the requirements have been met and deliver therewith to the Trustee an Opinion opinion of Counsel an independent tax counsel or tax consultant of recognized standing, such opinion to be reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent to described above, in which event it shall be conclusive and binding on the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableSecurityholders.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with With respect to any each series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings laws of any Relevant Jurisdictionthe United Kingdom, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, an application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings laws either generally or in relation to the Securities or the Guaranteesany particular series of Securities, which change or amendment is proposed and to such laws becomes effective on or after the later of (x) the original issue date of specified for such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwiseseries pursuant to Section 301(7) or which change in official administration, application or interpretation shall not have been available is notified to the public prior to such original issue date Company or the date Guarantor on which or after such jurisdiction becomes a Relevant Jurisdiction (whichever date, it is later), determined by the Issuer Company or the Guarantors Guarantor that the Company or the Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 make payments of this Indenture or the terms of any Guarantee additional amounts (i) in respect of interest on the next succeeding Interest Payment Date (assuming, in pursuant to the case terms of the GuarantorsSecurities or the Guarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such interest was were required to be made by the Guarantors under the Guarantees thereof pursuant thereto on such Interest Payment Date and Date, or (ii) in respect of the Guarantors would be unable, for reasons outside their control, to procure payment by principal of any series of Original Issue Discount Securities at the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use date of commercially reasonable measures available such determination pursuant to the Issuer terms of the Securities or to the applicable GuarantorGuarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such principal were required to be made pursuant thereto on such date, in either case the case may be, Company or the Issuer Guarantor may, at its option, redeem all (but not less than all) such series of the Securities in respect of which such Additional Amounts would be so payable whole at any timetime (except in the case of a series of Securities that has a variable rate of interest, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to 100% 100 percent of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; provided, however, that: redemption (1) no such notice except in the case of redemption any series of Outstanding Original Issue Discount Securities which may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) redeemed at the time any Redemption Price specified by the terms of such redemption notice is given, such obligation to pay such Additional Amounts must remain in effectseries). Prior to the publication or mailing of any notice of any redemption of any such a series of Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer Company or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer Company or the Guarantor to redeem such series of Securities pursuant to this Section have occurred occurred. Such Opinion of Counsel shall be based on the laws and a certificate signed by a Director or an Authorized Officer stating that application and interpretation thereof in effect on the obligation to pay Additional Amounts with respect date of such Securities cannot be avoided by taking measures that opinion or to become effective on or before the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonable.next succeeding Interest Payment Date. ARTICLE TWELVE

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified The Notes may be redeemed at the option of the Issuer, in whole, but not in part, upon not less than 30 days’ notice, at a redemption price equal to 100.0% of the principal amount thereof plus accrued but unpaid interest (if any) to the date fixed for redemption if (i) the Issuer or the Guarantor provides to the Fiscal Agent prior to the giving of such notice an opinion of counsel to the effect that as contemplated by Section 301 with respect to any series of Securities, if, as the a result of (a) any change in in, expiration of or any amendment to the laws, regulations laws of Canada or published tax rulings the Republic of any Relevant Jurisdiction, Korea (“Korea”) (or of any political subdivision or taxing authority thereof or therein, affecting taxation, ) or (b) any regulations or rulings promulgated thereunder or any change in the official administration, interpretation or official application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally rulings, or any change in relation the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to the Securities which Canada or the GuaranteesKorea (or such political subdivision or taxing authority) is a party, which change change, amendment, expiration or amendment is proposed and treaty becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidationMay 7, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later)2013, the Issuer or the Guarantors Guarantor, as applicable, is or would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest obligated on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, due date for a payment in with respect of such interest was required to be made by the Guarantors under Notes or the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation Guarantee to pay Additional Amounts with respect to the Notes or the Guarantee pursuant to Condition 6 below, and (ii) this obligation cannot be avoided by the use of commercially reasonable measures reasonably available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that: (1) that no such notice of redemption may shall be given earlier than 60 90 days prior to before the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof Notes then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities the Notes pursuant to this SectionCondition 4(a), the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel deliver to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a Fiscal Agent an officer’s certificate signed by a Director or an Authorized Officer stating that the obligation Issuer is entitled to pay Additional Amounts effect such redemption in accordance with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors terms and conditions of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableFiscal Agency Agreement and hereof.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any 2.03 for a particular series of Securities, ifthe Company may, subject to prior confirmation of the FSA (if such confirmation is required under the Applicable Capital Adequacy Regulations), on giving at least 25 days’, but not more than 60 days’, notice to the Trustee (which notice shall be irrevocable), redeem all, but not less than all, of the Securities of such series then outstanding at a redemption price equal to 100% of the principal amount of the Securities (or if the Securities are Original Issue Discount Securities, such amount as determined as contemplated by Section 2.03) plus any accrued but unpaid interest through but not including the date fixed for redemption and any related Additional Amounts, in each case with respect to the Securities being redeemed, in the event that the Company determines that, as the a result of (a) any change in or any amendment to the laws, laws or treaties (or any regulations or published tax rulings promulgated thereunder) of any Relevant Jurisdiction, Japan or of any political subdivision or taxing authority thereof or therein, affecting taxationtherein having power to tax, or (b) any change in official position regarding the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, treaties, regulations or published tax rulings either generally (including a holding, judgment or in relation to the Securities or the Guaranteesorder by a court of competent jurisdiction), which change or amendment is proposed and becomes effective on or after the later date of the final offering document for the relevant series of Securities, (xi) the original issue date of such Securities Company is or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a interest payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors date would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation become obligated to pay Additional Amounts with respect to the Securities of such series or (ii) any interest on the Securities ceases to be treated as being a deductible expense for the purpose of the Company’s corporate tax (and, in each case of (i) or (ii) above, such obligation cannot be avoided by through the use taking of commercially reasonable measures available to the Issuer or Company). The Trustee will notify the Holders at least 25 days prior to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for any such redemption. Prior to the Company’s giving of any notice of redemption for tax reasons as described in this paragraph, the Company shall deliver to the Trustee (i) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (ii) an opinion of legal counsel or tax advisor of recognized standing to such effect based on such statement of facts; provided, however, that: (1) provided that no such notice of redemption may shall be given earlier than 60 days prior to the earliest date on which (x) the Issuer or the applicable Guarantor Company would be obligated to pay such Additional Amounts were if a payment in respect of the Securities were then due or (y) any interest on the applicable Guarantee thereof then due, and (2) at Securities ceases to be treated as being a deductible expense for the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to purpose of the publication or mailing of any notice of any redemption of any Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”)Company’s corporate tax, as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonable.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise Each series of Securities contained in one or more particular issues may be redeemed at the option of the Issuer or the Guarantor, in whole but not in part, at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified as contemplated by Section 301 with respect to any the terms of such series of Securities, ) if, as the result of (a) as a result of any change in or any amendment to the laws, laws or any regulations or published tax rulings promulgated thereunder of any Relevant Jurisdiction, the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Issuer or the Guarantor is incorporated (or, affecting taxationin the case of a successor Person to the Issuer or the Guarantor, of the jurisdiction in which such successor Person is organized or (bany political subdivision or taxing authority thereof or therein) or any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction or such political subdivision or taxing authority (or such other jurisdiction or political subdivision or taxing authority) is a party, which change, execution or amendment becomes effective on or after the date specified for such series pursuant to the terms of the Security or Section 301(8) (or in relation the case of a successor Person to the Issuer or the Guarantor, the date on which such successor Person became such pursuant to Sections 801 and 802 or in the case of an assumption by the Guarantor or its Subsidiary of obligations of the Issuer under the Securities pursuant to Section 803, the date of such assumption) or (b) as a result of any delivery or of any requirement to deliver definitive Registered Securities (having used all reasonable efforts to avoid having to issue such definitive Registered Securities), (i) the Issuer or Guarantor (or such successor Person) is or would be required to pay additional amounts with respect to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after as the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidationcase may be, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date as described in Section 208 or Section 1004 or (assumingii) the Guarantor or any Subsidiary of the Guarantor is or would be required to deduct or withhold tax on any payment to the Issuer to enable the Issuer to make any payment of principal, premium, if any, or interest and, in each case, the payment of such additional amounts in the case of (i) above or such deductions or withholding in the Guarantors, a payment in respect case of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts (ii) above cannot be avoided by the use of commercially any reasonable measures available to the Issuer Issuer, the Guarantor or the Subsidiary. Prior to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) giving of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that: (1) no such notice of redemption may be given earlier than 60 days prior of such Securities pursuant to the earliest date on which this Indenture, the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior will deliver to the publication or mailing of any notice of any redemption of any Securities pursuant to this SectionTrustee an Officers' Certificate, the Issuer, the applicable Guarantor or any Person with whom stating that the Issuer or the applicable Guarantor has consolidated or merged, or is entitled to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all effect such redemption and setting forth in reasonable detail a statement of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect circumstances showing that the conditions precedent to the right of the Issuer or the Guarantor to redeem such Securities pursuant to this Section have occurred and been satisfied. Further, if, pursuant to Section 801(3)(a) of this Indenture, a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of Person into which the Issuer or the Successor PersonGuarantor is merged or to whom the Issuer or the Guarantor has conveyed, transferred or leased its properties or assets has been or would be required to pay any additional amounts as therein provided, each series of Securities may be redeemed at the option of such Person in whole, but not in part, at any time (except in the case of Securities that have a variable rate of interest, which may bebe redeemed on any Interest Payment Date), believes at a redemption price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (except in good faith are commercially reasonablethe case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of such series of Securities). Prior to the giving of notice of redemption of such Securities pursuant to this Indenture, such Person shall deliver to the Trustee an Officers' Certificate, stating that such Person is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of such Person to redeem such Securities pursuant to this Section have been satisfied.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise (a) Each series of Securities contained in one or more particular issues may be redeemed at the option of the Company or the Guarantor, in whole but not in part, upon not less than 15 days nor more than 60 days notice, (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to the principal amount thereof (except in the case of Original Issue Discount Securities which may be redeemed at the Redemption Price specified as contemplated by Section 301 with respect to any the terms of such series of Securities, if, ) if as the a result of (a) any change in or any amendment to the laws, laws or any regulations or published tax rulings promulgated thereunder of any Relevant Jurisdiction, jurisdiction (or of any political subdivision or taxing authority thereof or therein, affecting taxation, ) or (b) any change in the official administration, application or official interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally rulings, or any change in the official application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction or such political subdivision or taxing authority (or such other jurisdiction or political subdivision or taxing authority) is a party, which change, execution or amendment becomes effective on or after the date specified for such series pursuant to the terms of the Security or Section 2.01(10) (or in relation the case of a successor Person to the Company or the Guarantor, the date on which such successor Person became such pursuant to Sections 5.01 and 5.02 or in the case of an assumption by the Guarantor or its Subsidiary of obligations of the Company under the Securities pursuant to Section 5.03, the date of such assumption) (1) the Company or Guarantor (or such successor Person) is or would be required to pay Additional Amounts with respect to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after as the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidationcase may be, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date as described in Section 4.06 or (assuming2) the Guarantor or any Subsidiary of the Guarantor is or would be required to deduct or withhold tax on any payment to the Company to enable the Company to make any payment of principal, premium, if any, or interest and, in each case, the payment of such Additional Amounts in the case of (1) above or such deductions or withholding in the Guarantors, a payment in respect case of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts (2) above cannot be avoided by the use of commercially any reasonable measures available to the Issuer Company, the Guarantor or to the applicable Guarantor, Subsidiary as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that: (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing giving of any notice of any redemption of any such Securities pursuant to this SectionIndenture, the Issuer, the applicable Guarantor or any Person with whom the Issuer Company or the applicable Guarantor has consolidated or merged, or will deliver to whom the Issuer Trustee an Officers’ Certificate stating that the Company or the applicable Guarantor has conveyed or transferred or leased all or substantially all is entitled to effect such redemption and setting forth in reasonable detail a statement of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect circumstances showing that the conditions precedent to the right of the Issuer Company or the Guarantor to redeem such Securities pursuant to this Section have occurred and been satisfied. (b) Further, if, as a certificate signed result of a transaction described in Sections 5.01 or 5.03 of this Indenture, the Company or the Guarantor or a Successor has been or would be required to pay any Additional Amounts as therein provided, each series of Securities may be redeemed at the option of such Person in whole, but not in part, upon not less than 30 or more than 60 days notice, (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date), at a Redemption Price equal to the principal amount thereof (except in the case of Original Issue Discount Securities which may be redeemed at the Redemption Price specified by a Director or the terms of such series of Securities); provided that in the case of an Authorized Officer stating assumption pursuant to Section 5.01(b), no such redemption will be permitted if such Person is required to pay Additional Amounts immediately after such assumption; provided, further, that such Person shall not be required to use reasonable measures to avoid the obligation to pay Additional Amounts upon the assumption of the Company’s or the Guarantor’s obligations. (For the avoidance of doubt, a Person which assumes the obligations of the Company or the Guarantor pursuant to Sections 5.01 or 5.03 of this Indenture may make a redemption in accordance with respect the provisions of Section 3.12(a), if an applicable change in, execution of or amendment to any laws, regulations, rulings or treaties or official application or official interpretation of any law, regulations, rulings or treaties occurs after such assumption and was not formally announced or officially adopted prior to the assumption.) Prior to the giving of notice of redemption of such Securities cannot be avoided by taking measures pursuant to this Indenture, such Person shall deliver to the Trustee an Officers’ Certificate, stating that such Person is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the Issuer, conditions precedent to the applicable Guarantor or the Successor Person, as determined by the Board right of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonablesuch Person to redeem such Securities pursuant to this Section have been satisfied.

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

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified provided as contemplated by Section 301 3.01 with respect to any series of Securities, if, as the result of (a) any change in or any amendment Subordinated Debt Securities and subject to the lawsconditions set out in Section 11.12 below, regulations or published tax rulings the Company will have the option to redeem Subordinated Debt Securities of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assumingseries at its sole discretion, in the case of the Guarantorswhole but not in part, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable 5 calendar days nor more than 30 calendar days’ notice, at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued and but unpaid interest due thereon up tointerest, if any, in respect of any such series of Subordinated Debt Securities to (but not includingexcluding) the Redemption Date, if, at any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the U.K. Taxing Jurisdiction (including any treaty to which a U.K. Taxing Jurisdiction is a party), or any change in the official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after a date fixed for redemption; provided, however, thatincluded in the terms of such series of Subordinated Debt Securities pursuant to Section 3.01: (1a) no such notice of redemption may be given earlier than 60 days prior to in making any payment under the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a Subordinated Debt Securities, including any payment in respect of principal or premium, if any, or interest, the Company has or will or would on the next Interest Payment Date become obligated to pay Additional Amounts; (b) the payment of interest on the next Interest Payment Date in respect of any of the Subordinated Debt Securities would be treated as a “distribution” within the meaning of Section 1000 of the Corporation Tax ▇▇▇ ▇▇▇▇ of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); (c) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Company would be materially reduced); (d) the Company would not, as a result of the Subordinated Debt Securities being in issue, be able, to any material extent, to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which the Company is or would otherwise be grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the Issue Date or any similar system or systems having like effect as may from time to time exist); or (e) a future conversion into equity or write-down of the principal amount of the Subordinated Debt Securities would result in (A) a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, or (B) the Subordinated Debt Securities or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes. In any case where the applicable Guarantee thereof then dueCompany shall determine that as a result of any change in the official application or interpretation of any laws or regulations it is entitled to redeem the Subordinated Debt Securities of any series, and (2) at the time any such redemption notice is given, such obligation Company shall be required to pay such Additional Amounts must remain in effect. Prior deliver to the publication or mailing Trustee prior to the giving of any notice of any redemption a written legal opinion of any Securities pursuant independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect confirming that the conditions precedent relevant change in the official application or interpretation of such laws or regulations has occurred and that the Company is entitled to the exercise its right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableredemption.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified provided as contemplated by Section 301 3.01 with respect to any series of Securities, if, as the result of (a) any change in or any amendment Subordinated Debt Securities and subject to the lawsconditions set out in Section 11.12 below, regulations or published tax rulings the Company will have the option to redeem Subordinated Debt Securities of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assumingseries at its sole discretion, in the case of the Guarantorswhole but not in part, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable 15 calendar days nor more than 30 calendar days’ notice, at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued and but unpaid interest due thereon up tointerest, if any, in respect of any such series of Subordinated Debt Securities to (but not includingexcluding) the Redemption Date, if, at any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the U.K. Taxing Jurisdiction (including any treaty to which a U.K. Taxing Jurisdiction is a party), or any change in the official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after a date fixed for redemption; provided, however, thatincluded in the terms of such series of Subordinated Debt Securities pursuant to Section 3.01: (1a) no such notice of redemption may be given earlier than 60 days prior to in making any payment under the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a Subordinated Debt Securities, including any payment in respect of principal or premium, if any, or interest, the Company has or will or would on the next Interest Payment Date become obligated to pay Additional Amounts; (b) the payment of interest on the next Interest Payment Date in respect of any of the Subordinated Debt Securities would be treated as a “distribution” within the meaning of Section 1000 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); (c) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Company would be materially reduced); (d) the Company would not, as a result of the Subordinated Debt Securities being in issue, be able, to any material extent, to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which the Company is or would otherwise be grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the Issue Date or any similar system or systems having like effect as may from time to time exist); or (e) a future conversion into equity or write-down of the principal amount of the Subordinated Debt Securities would result in (A) a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, or (B) the Subordinated Debt Securities or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes. In any case where the applicable Guarantee thereof then dueCompany shall determine that as a result of any change in the official application or interpretation of any laws or regulations it is entitled to redeem the Subordinated Debt Securities of any series, and (2) at the time any such redemption notice is given, such obligation Company shall be required to pay such Additional Amounts must remain in effect. Prior deliver to the publication or mailing Trustee prior to the giving of any notice of any redemption a written legal opinion of any Securities pursuant independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect confirming that the conditions precedent relevant change in the official application or interpretation of such laws or regulations has occurred and that the Company is entitled to the exercise its right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableredemption.

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

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

Optional Redemption Due to Changes in Tax Treatment. (a) Unless otherwise specified as contemplated by Section 301 with respect to provided in the Securities of any series of Securitiesseries, if, if as the result of (a) any change in or any amendment to the laws, laws or any regulations or published tax rulings thereunder of any Relevant Jurisdiction, the United Kingdom or of any political subdivision or taxing authority thereof or therein, therein affecting taxation, or (b) any change in the official administration, an application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally rulings, or any change in relation an application or interpretation of, or any execution of an amendment to, any treaty or treaties affecting taxation to which the Securities United Kingdom or the Guaranteesany political subdivision or taxing authority thereof or therein is a party, which change change, amendment, application, interpretation or amendment is proposed and execution becomes effective on or after the later of date specified for such series pursuant to Section 2.07, it is determined by the Issuer that (xi) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee make additional payments in respect of interest principal, interest, if any, or sinking fund payments on the next succeeding Interest Payment Date date for the payment thereof or (assumingii) based upon an opinion of independent counsel to the Issuer, as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, the United Kingdom or any political subdivision thereof (whether or not such action was taken or brought with respect to the Issuer), which action is taken or brought on or after the date specified for such series pursuant to Section 2.07, the circumstances described in clause (i) would exist, and the payment of such additional amounts in the case of (i) above or the Guarantors, a payment in respect imposition of such interest was required to be made by tax in the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts case of (i) above cannot be avoided by the use of commercially any reasonable measures available to the Issuer or to the applicable Guarantor, as the case may beIssuer, the Issuer may, at its option, redeem all such series of Securities in whole at any time (but not less than allexcept in the case of a series having a variable rate of interest, which may be redeemed on any interest payment date) at a redemption price equal to 100 per cent of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued interest and unpaid interest any additional amounts due thereon up to, but not including, on the date fixed for redemption; provided, however, that: redemption (1) no such notice except in the case of redemption Outstanding Original Issue Discount Securities which may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) redeemed at the time any redemption price specified by the terms of each series of such redemption notice is given, such obligation to pay such Additional Amounts must remain in effectSecurities). Prior to the publication or mailing of any notice of any redemption of any such a series of Securities pursuant to this SectionSection 11.06(a), the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section 11.06(a) have occurred occurred. Such Opinion of Counsel shall be based on the laws in effect on the date of such opinion or to become effective on or before the next succeeding date for payment of principal or interest. (b) Unless otherwise provided in the Securities of any series, if (1) there has been an amalgamation, reconstruction, consolidation, merger or other transaction concerning the Issuer permitted by Section 8.01 and (2) as the result of any change in or any amendment to the laws or any regulations or rulings thereunder of the jurisdiction in which such successor Issuer is incorporated or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in an application or interpretation of such laws, regulations or rulings, or any change in an application or interpretation of, or any execution of an amendment to, any treaty or treaties affecting taxation to which such jurisdiction or any political subdivision or taxing authority thereof or therein is a certificate signed party which change, amendment, application, interpretation or execution becomes effective on or after the date of such transaction or assumption, it is determined by the successor Issuer that (i) the successor Issuer would be required to make additional payments in respect of principal or interest, if any, on the next succeeding date for payment thereof pursuant to an agreement made by such successor Issuer in a Director supplemental indenture in accordance with Section 8.03 or (ii) based upon an Authorized Officer stating that opinion of independent counsel to the obligation to pay Additional Amounts successor Issuer, as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in such jurisdiction or any political subdivision thereof (whether or not such action was taken or brought with respect to the successor Issuer), which action is taken or brought on or after the date of such Securities transaction or assumption, the circumstances described in clause (i) would exist, and, the payment of such additional amounts in the case of (i) above or the imposition of such tax in the case of (i) above cannot be avoided by taking the use of any reasonable measures that available to the successor Issuer, the applicable Guarantor or successor Issuer may, at its option, redeem such series of Securities in whole at any time (except in the Successor Personcase of a series having a variable rate of interest, as determined which may be redeemed on any interest payment date) at a redemption price equal to 100 per cent of the principal amount thereof plus accrued interest and any additional amounts due on the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the redemption price specified by the Board terms of Directors each series of such Securities). Prior to any redemption of such a series of Securities pursuant to this Section 11.06(b), the successor Issuer shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the successor Issuer to redeem such Securities pursuant to this Section 11.06(b) have occurred. Such Opinion of Counsel shall be based on the laws in effect on the date of such opinion or to become effective on or before the Successor Person, as the case may be, believes in good faith are commercially reasonablenext succeeding date for payment of principal or interest.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any 2.03 for a particular series of Securities, ifthe Company may, subject to prior confirmation of the FSA (if such confirmation is required under Applicable Capital Adequacy Regulations), on giving at least 25 days’, but not more than 60 days’, notice to the Trustee (which notice shall be irrevocable), redeem all, but not less than all, of the Securities of such series then outstanding at a redemption price equal to 100% of the Current Principal Amount of the relevant series of the Securities on the date fixed for redemption (together with accrued and unpaid interest through but not including the date fixed for redemption and any related Additional Amounts), in each case with respect to the Securities being redeemed, in the event that the Company determines that, as the a result of (a) any change in or any amendment to the laws, laws or treaties (or any regulations or published tax rulings promulgated thereunder) of any Relevant Jurisdiction, Japan or of any political subdivision or taxing authority thereof or therein, affecting taxationtherein having power to tax, or (b) any change in official position regarding the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, treaties, regulations or published tax rulings either generally (including a holding, judgment or in relation to the Securities or the Guaranteesorder by a court of competent jurisdiction), which change or amendment is proposed and becomes effective on or after the later date of the final offering document for the relevant series of Securities, (xi) the original issue date of such Securities Company is or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a interest payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors date would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation become obligated to pay Additional Amounts with respect to the Securities of such series or (ii) any interest on the Securities ceases to be treated as being a deductible expense for the purpose of the Company’s corporate tax (and, in each case of (i) or (ii) above, such obligation cannot be avoided by through the use taking of commercially reasonable measures available to the Issuer or Company). The Trustee will notify the Holders at least 25 days prior to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for any such redemption. Prior to the Company’s giving of any notice of redemption for tax reasons as described in this paragraph, the Company shall deliver to the Trustee (i) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (ii) an opinion of legal counsel or tax advisor of recognized standing to such effect based on such statement of facts; provided, however, that: (1) provided that no such notice of redemption may shall be given earlier than 60 days prior to the earliest date on which (x) the Issuer or the applicable Guarantor Company would be obligated to pay such Additional Amounts were if a payment in respect of the Securities were then due or (y) any interest on the applicable Guarantee thereof then due, and (2) at Securities ceases to be treated as being a deductible expense for the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to purpose of the publication or mailing of any notice of any redemption of any Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”)Company’s corporate tax, as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonable.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise (a) Each series of Securities contained in one or more particular issues may be redeemed at the option of the Company or the Guarantor, in whole but not in part, upon not less than 15 days nor more than 60 days notice to each Holder and the Trustee at a Redemption Price equal to the principal amount thereof (except in the case of Original Issue Discount Securities which may be redeemed at the Redemption Price specified as contemplated by Section 301 with respect to any the terms of such series of Securities, if, ) if as the a result of (a) any change in or any amendment to the laws, laws or any regulations or published tax rulings promulgated thereunder of any Relevant Jurisdiction, jurisdiction (or of any political subdivision or taxing authority thereof or therein, affecting taxation, ) or (b) any change in the official administration, application or official interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally rulings, or any change in relation the official application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to the Securities which such jurisdiction or the Guaranteessuch political subdivision or taxing authority (or such other jurisdiction or political subdivision or taxing authority) is a party, which change change, execution or amendment is proposed and becomes effective on or after the later of (x) date specified for such series pursuant to the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets terms of the Issuer Security or any Section 2.01(10) (or in the case of a successor Person to the Company or the Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later)successor Person became such pursuant to Sections 5.01 and 5.02 or in the case of an assumption by the Guarantor or its Subsidiary of obligations of the Company under the Securities pursuant to Section 5.03, the Issuer date of such assumption) (1) the Guarantor (or the Guarantors such successor Person) is or would be required to pay any Additional Amounts pursuant with respect to Section 1007 of this Indenture the Securities or the terms of any Guarantee in respect of interest Guarantees on the next succeeding Interest Payment Date as described in Section 4.06 or (assuming2) the Guarantor or any Subsidiary of the Guarantor is or would be required to deduct or withhold tax on any payment to the Company to enable the Company to make any payment of principal, premium, if any, or interest and, in each case, the payment of such Additional Amounts in the case of (1) above or such deductions or withholding in the Guarantors, a payment in respect case of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts (2) above cannot be avoided by the use of commercially any reasonable measures available to the Issuer Company, the Guarantor or to the applicable Guarantor, Subsidiary as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that: (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing giving of any notice of any redemption of any such Securities pursuant to this SectionIndenture, the Issuer, the applicable Guarantor or any Person with whom the Issuer Company or the applicable Guarantor has consolidated or mergedwill deliver to the Trustee an Officers’ Certificate, or to whom stating that the Issuer Company or the applicable Guarantor has conveyed or transferred or leased all or substantially all is entitled to effect such redemption and setting forth in reasonable detail a statement of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect circumstances showing that the conditions precedent to the right of the Issuer Company or the Guarantor to redeem such Securities pursuant to this Section have occurred been satisfied, and an Opinion of Counsel. (b) Further, if, as a certificate signed result of a transaction described in Sections 5.01 or 5.03 of this Indenture, the Guarantor (or a Successor to the Company or the Guarantor) has been or would be required to pay any Additional Amounts as therein provided, each series of Securities may be redeemed at the option of such Person in whole, but not in part, upon not less than 30 or more than 60 days notice to each Holder and the Trustee at a Redemption Price equal to the principal amount thereof (except in the case of Original Issue Discount Securities which may be redeemed at the Redemption Price specified by a Director or the terms of such series of Securities); provided that in the case of an Authorized Officer stating assumption pursuant to Section 5.01(b), no such redemption will be permitted if such Person is required to pay Additional Amounts immediately after such assumption; provided, further, that such Person shall not be required to use reasonable measures to avoid the obligation to pay Additional Amounts upon the assumption of the Company or the Guarantor’s obligations. (For the avoidance of doubt, a Person which assumes the obligations of the Company or the Guarantor pursuant to Sections 5.01 or 5.03 of this Indenture may make a redemption in accordance with respect the provisions of Section 3.12(a), if an applicable change in, execution of or amendment to any laws, regulations, rulings or treaties or official application or official interpretation of any law, regulations, rulings or treaties occurs after such assumption and was not formally announced or officially adopted prior to the assumption.) Prior to the giving of notice of redemption of such Securities cannot be avoided by taking measures pursuant to this Indenture, such Person shall deliver to the Trustee an Officers’ Certificate, stating that such Person is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the Issuerconditions precedent to the right of such Person to redeem such Securities pursuant to this Section have been satisfied, the applicable Guarantor or the Successor Person, as determined by the Board and an Opinion of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableCounsel.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified provided as contemplated by Section 301 3.01 with respect to any series of Securities, if, as the result of (a) any change in or any amendment Subordinated Debt Securities and subject to the lawsconditions set out in Section 11.12 below, regulations or published tax rulings the Company will have the option to redeem Subordinated Debt Securities of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assumingseries at its sole discretion, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (whole but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any timepart, upon on not less than 30 calendar days nor more than 60 calendar days’ written notice as provided in Sections 1102 and 1104notice, at any time, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued and but unpaid interest due thereon up tointerest, if any, in respect of any such series of Subordinated Debt Securities to (but not includingexcluding) the Redemption Date, if, at any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the U.K. Taxing Jurisdiction (including any treaty to which a U.K. Taxing Jurisdiction is a party), or any change in the official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after a date fixed for redemption; provided, however, thatincluded in the terms of such series of Subordinated Debt Securities pursuant to Section 3.01: (1a) no such notice of redemption may be given earlier than 60 days prior to in making any payment under the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a Subordinated Debt Securities, including any payment in respect of principal or premium, if any, or interest, the Company has or will or would on the next Interest Payment Date become obligated to pay Additional Amounts; (b) the payment of interest on the next Interest Payment Date in respect of any of the Subordinated Debt Securities would be treated as a “distribution” within the meaning of Section 1000 of the Corporation Tax ▇▇▇ ▇▇▇▇ of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); (c) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Company would be materially reduced); (d) the Company would not, as a result of the Subordinated Debt Securities being in issue, be able, to any material extent, to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which the Company is or would otherwise be grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the Issue Date or any similar system or systems having like effect as may from time to time exist); or (e) a future conversion into equity or write-down of the principal amount of the Subordinated Debt Securities would result in (A) a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, or (B) the Subordinated Debt Securities or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes. In any case where the applicable Guarantee thereof then dueCompany shall determine that as a result of any change in the official application or interpretation of any laws or regulations it is entitled to redeem the Subordinated Debt Securities of any series, and (2) at the time any such redemption notice is given, such obligation Company shall be required to pay such Additional Amounts must remain in effect. Prior deliver to the publication or mailing Trustee prior to the giving of any notice of any redemption a written legal opinion of any Securities pursuant independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect confirming that the conditions precedent relevant change in the official application or interpretation of such laws or regulations has occurred and that the Company is entitled to the exercise its right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableredemption.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified provided as contemplated by Section 301 3.01 with respect to any series of Subordinated Debt Securities, ifthe Subordinated Debt Securities are redeemable, as a whole but not in part, at the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets option of the Issuer or any GuarantorCompany, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104' notice, on any Interest Payment Date, at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued and but unpaid interest due thereon up tointerest, but not includingif any, in respect of such series of Subordinated Debt Securities to the date fixed for redemption; providedredemption (or, howeverin the case of Discount Securities, thatthe accreted face amount thereof, together with accrued interest, if any), if, at any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in the official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective on or after a date included in the terms of such series of Subordinated Debt Securities pursuant to Section 3.01: (1a) no in making payment under the Subordinated Debt Securities in respect of principal or premium, if any, or interest, if any, it has or will or would on the next Interest Payment Date become obligated to pay Additional Amounts; (b) the payment of interest on the next Interest Payment Date in respect of any of the Subordinated Debt Securities would be treated as "distributions" within the meaning of Section 209 of the Income and Corporation Taxes Act 1988 of the United Kingdom (or any statutory modification or ▇▇-▇▇▇▇tment thereof for the time being); or (c) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of such notice payment of redemption may interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Company would be given earlier than 60 days materially reduced). In any case where the Company shall determine that as a result of any change in the official application or interpretation of any laws or regulations it is entitled to redeem the Subordinated Debt Securities of any series, the Company shall be required to deliver to the Trustee prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing giving of any notice of any redemption a written legal opinion of any Securities pursuant independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect confirming that the conditions precedent relevant change in the official application or interpretation of such laws or regulations has occurred and that the Company is entitled to the exercise its right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableredemption.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified The Securities may be redeemed at the option of the Company, Fibria or any successor, in whole but not in part, at any time upon giving not less than five Business Days’ but no more than 60 Business Days’ notice to the Holders (which notice shall be irrevocable) at a Redemption Price, as contemplated calculated by Section 301 with respect the Company, equal to any series 100% of Securitiesthe principal amount thereof, plus accrued and unpaid interest thereon, to, but excluding, the Redemption Date, only if, as the a result of (a) a change in, or amendment to, any change in laws, rules or regulations of a Relevant Taxing Jurisdiction, or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the an official administrationinterpretation, administration or application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, rules or regulations or published tax rulings either generally or in relation to the Securities or the Guarantees(including a holding by a court of competent jurisdiction), which change or amendment is proposed and becomes effective or is announced on or after the later of (x) the original issue date of such the Securities or Guarantees or (y) the date on which a jurisdiction Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer i) Fibria or any Guarantor, change in place of payment on successor has or will become obligated to pay Additional Amounts with respect to the Securities or Guarantees the Guarantee in excess of the Additional Amounts Fibria or otherwiseany such successor would be obligated to pay if payments were subject to withholding or deduction at a rate of 15% or at a rate of 25% in case the holder of the notes is resident in a tax haven jurisdiction for Brazilian tax purposes (i.e., countries which do not impose any income tax or which impose it at a maximum rate lower than 17% or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) or which change in official administration, application (ii) the Company or interpretation shall not have been available to the public prior to such original issue date any successor has or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required will become obligated to pay any Additional Amounts pursuant in excess of the Additional Amounts the Company or any such successor would be obligated to Section 1007 pay if payments were subject to withholding or deduction at a rate of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming0%, and in the case of the Guarantors, a payment in respect each of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date (i) and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer(ii), and the such obligation to pay Additional Amounts cannot be avoided by the use of commercially Company, Fibria or their respective successors, as applicable, after taking reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemptionavoid it; provided, however, that: (1) no such notice that for this purpose reasonable measures shall not include any change in the Company’s, Fibria’s or any successor’s jurisdiction of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer incorporation or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect organization or location of the Securities its principal executive office or the applicable Guarantee thereof then dueregistered office, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effectas applicable. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Sectionthe preceding paragraph, the IssuerCompany, the applicable Guarantor Fibria or any Person with whom successor shall deliver to the Issuer Trustee an Officer’s Certificate to the effect that the obligation of the Company, Fibria or any successor, as the applicable Guarantor has consolidated case may be, to pay Additional Amounts cannot be avoided by the Company, Fibria or mergedany successor taking reasonable measures available to it. The Company, Fibria or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”)successor, as the case may be, shall provide also deliver to the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the IssuerCompany, the applicable Guarantor Fibria or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Personany successor, as the case may be, believes would be obligated to pay Additional Amounts due to the changes in good faith are commercially reasonabletax laws or regulations. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in Clauses (i) and (ii) of the preceding paragraph of this Section 11.08, in which event it shall be conclusive and binding on the Holders. The Company or Fibria may enter into an arrangement under which Fibria or a subsidiary of Fibria may, in lieu of redemption by the Company or Fibria, purchase for a purchase price equal to the full Redemption Price any Security to be redeemed pursuant to this Section 11.08.” (j) With respect to the Notes only (and, for the avoidance of doubt, not with respect to any other series of notes issued pursuant to the Base Indenture on or prior to the date hereof), the following new Section 11.09 shall be inserted into the Base Indenture:

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any A series of SecuritiesSecurities may, ifsubject to prior confirmation of the FSA (if such confirmation is required under the Applicable Banking Regulations), be redeemed at the option of the Company, in whole but not in part, at any time, upon notice thereof given by the Company in accordance with Section 11.05, at a redemption price equal to 100% of the Current Principal Amount of the relevant series of Securities on the date fixed for redemption (together with accrued and unpaid interest to (but excluding) the date fixed for redemption and Additional Amounts, if any), if the Company determines prior to giving notice of redemption that, as the a result of (a) any change in in, or amendment to, the laws (or any amendment to the laws, regulations or published tax rulings promulgated thereunder) of any Relevant Jurisdiction, Japan (or of any political subdivision or taxing authority thereof or therein, of Japan) affecting taxation, or (b) any change in the official administration, position regarding the application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally (including a holding, judgment, or in relation to the Securities or the Guaranteesorder by a court of competent jurisdiction), which change change, amendment, application or amendment is proposed and interpretation becomes effective on or after the later date of the final offering document for the relevant series of Securities, (xi) the original issue date of such Securities Company is, or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administrationnext interest payment date would be, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of Japanese Taxes, or (ii) any interest on the next succeeding Interest Payment Date relevant series of Securities ceases to be treated as being a deductible expense for the purpose of the Company’s corporate tax, and, in each case of (assumingi) or (ii) above, such event cannot be avoided by measures reasonably available to the Company; provided that, in the case of the Guarantors(i) above, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that: (1) no such notice of redemption may shall be given earlier than 60 90 days prior to the earliest date on which the Issuer or the applicable Guarantor Company would be obligated to pay make such payment of Additional Amounts were if a payment in respect of the relevant series of Securities or the applicable Guarantee thereof were then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of making any notice of any redemption of any a series of Securities pursuant to this SectionSection 11.03, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or Company will deliver to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with a certificate signed by a Responsible Officer of the Company stating that the conditions precedent to such redemption have been fulfilled and an Opinion opinion of Counsel an independent tax counsel or tax consultant of recognized standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent to described above, in which event it shall be conclusive and binding on the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonablerelevant Securityholders.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to provided in the Securities of any series of Securitiesseries, if, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings laws of any Relevant the Issuer Taxing Jurisdiction, or the United Kingdom or, if different, the country of tax residence of either of the Guarantors or any political subdivision or taxing authority thereof or therein (the “Guarantor Taxing Jurisdiction”) or with respect to any Subsidiary that has assumed the obligations of an Issuer hereunder, the country in which such Subsidiary is organized or, if different, the country of tax residence of such Subsidiary or of any political subdivision or taxing authority thereof or thereintherein (the “Subsidiary Taxing Jurisdiction”, and the Issuer Taxing Jurisdiction, the Guarantor Taxing Jurisdiction and Subsidiary Taxing Jurisdiction, are collectively referred to as the “Relevant Taxing Jurisdiction”), affecting taxation, or (b) any change in the official administrationan application or interpretation of such laws, which change, amendment, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (xdate specified for such series pursuant to Section 301(6) or the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets any assumption of the Issuer’s obligations pursuant to Section 803, as the case may be, it is determined by the Issuer (or any Guarantor, change Subsidiary that has assumed the Issuer’s obligations hereunder) or such Guarantor that (i) in place of making payment on under the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later)Guarantee, the Issuer or such Guarantor (or such Subsidiary), as the Guarantors case may be, would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms additional amounts with respect thereto as a result of any Guarantee in taxes, levies, imposts or other governmental charges imposed (whether by way of withholding or deduction or otherwise) by or for the account of any Relevant Taxing Jurisdiction, (ii) any tax would be imposed (whether by way of deduction or withholding or otherwise) or relief from tax would be withdrawn by any Relevant Taxing Jurisdiction, upon or with respect of to any interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made payments received or receivable by the Guarantors Issuer (or such Subsidiary) from such Guarantor or any other subsidiaries incorporated in, or resident for tax purposes under the Guarantees thereof on such Interest Payment Date and laws of, the Guarantors would be unableUnited Kingdom, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use or (iii) based upon an opinion of commercially reasonable measures available independent legal advisors to the Issuer (or to the applicable such Subsidiary) or such Guarantor, as the case may be, as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, any Relevant Taxing Jurisdiction (whether or not such action was taken or brought with respect to the Issuer or such Subsidiary or such Guarantor), which action is taken or brought on or after the date specified for such series pursuant to Section 301(6) or the date of any such assumption of an Issuer’s obligations under the Indenture, as the case may be, there is a substantial probability that the circumstances described in clause (i) or (ii) would exist, the Issuer (or such Subsidiary) or such Guarantor may, at its option, redeem all (but not less than all) of the such Securities in respect of which such Additional Amounts would be so payable whole at any time, upon not less than 30 nor more than 60 days’ written notice subject in the case of Undated Securities, to the Solvency Condition (as provided defined in Sections 1102 and 1104Section 1006(c) (i)) being satisfied at such time, at a Redemption Price equal to 100% ’s of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; provided, however, that: redemption (1) no such notice except in the case of redemption Outstanding Original Issue Discount Securities which may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) redeemed at the time any Redemption Price specified by the terms of each series of such redemption notice is given, such obligation to pay such Additional Amounts must remain in effectSecurities). Prior to the publication or mailing of any notice of any redemption of any such Securities pursuant to this Section, the Issuer, the applicable Issuer (or such Subsidiary) or such Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion Officer’s Certificate of Counsel the Issuer, such Guarantor or such Subsidiary, stating that the Issuer is entitled to the effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of the Issuer (or such Subsidiary) or such Guarantor to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonable.occurred. ARTICLE TWELVE SINKING FUNDS

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified If (i) as contemplated by Section 301 with respect to any series of Securities, if, as the a result of (a) any change in in, or any amendment to to, the laws, laws or regulations or published tax rulings of any Relevant Jurisdiction, Spain or of any political subdivision or taxing authority thereof or therein, affecting taxation, any authority or (b) any change agency therein or thereof having power to tax or in the official administration, application interpretation or interpretation by a relevant court or tribunal, government or government authority administration of any Relevant Jurisdiction of such laws, laws or regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later date of issue of the first issued Subordinated Debt Securities of such series or any earlier date specified pursuant to Section 3.01, the Company shall determine that (xa) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors Company would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture 10.04 or (b) the terms of any Guarantee Company would not be entitled to claim a deduction in computing tax liabilities in Spain in respect of any interest to be paid on the next succeeding Interest Payment Date interest payment date on such series of Subordinated Debt Securities or the value of such deduction to the Company would be materially reduced or (assuming, in c) the case applicable tax treatment of the Guarantors, a payment in respect Subordinated Debt Securities of such interest series changes in a material way that was required to be made not reasonably foreseeable at the issue date and (ii) such circumstances are evidenced by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment delivery by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available Company to the Issuer or to Trustee of a copy of the applicable GuarantorSupervisory Permission for the redemption, if and as the case may berequired, the Issuer Company may, at its option, redeem all (but not option and having given no less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 15 nor more than 60 30 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% the Holders of the outstanding principal amount Subordinated Debt Securities of such series in accordance with Section 11.04 (which notice shall be irrevocable) and a concurrent copy thereof plus accrued and unpaid interest due thereon up toto the Trustee, redeem in whole, but not includingin part, the Outstanding Subordinated Debt Securities of such series, in accordance with the requirements of Applicable Banking Regulations in force at the relevant time, at their early tax redemption amount (the “Early Redemption Amount (Tax)”) (which shall be their principal amount), together with any accrued interest thereon to (but excluding) the date fixed for the redemption; provided, however, that: that (1i) in the case of (i)(a) above, no such notice of redemption may be given earlier than 60 90 days prior to the earliest date on which the Issuer or the applicable Guarantor Company would be obligated obliged to pay such Additional Amounts were a payment in respect of the Subordinated Debt Securities or the applicable Guarantee thereof of such series then due, and due and (2ii) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities for taxation reasons pursuant to this Section have occurred 11.08 may only take place in accordance with Applicable Banking Regulations in force at the relevant time and a certificate signed by a Director or an Authorized Officer stating that subject to the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the IssuerCompany obtaining Supervisory Permission therefor, the applicable Guarantor or the Successor Person, if and as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonablerequired.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any Any series of SecuritiesSecurities may be redeemed, ifat the option of the Company, as the result of (a) any change in or any amendment whole but not in part, upon giving notice to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date Holders and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, Trustee at its option, redeem all (least 30 days but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104days before the Redemption Date, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus thereof, together with any accrued and unpaid interest due thereon up toto the Redemption Date, but not including, the date fixed for redemption; provided, however, thatif as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation; or (2) any change in the existing official position or the stating of an official position regarding the application or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective (or with respect to official position, is announced) on or after the date of issuance of the Security (or in the case of a successor Person substituted for the Company or the Guarantor pursuant to ‎Section 8.03 that is not organized or tax resident in a jurisdiction that is a Relevant Taxing Jurisdiction as of the date of substitution, on or after the date such Person is substituted for the Company or the Guarantor, as the case may be), the Company or the Guarantor, as the case may be, is, or on the next interest payment date would be, required to pay Additional Amounts, and such requirement cannot be avoided by the taking of reasonable measures by the Company or the Guarantor, as the case may be; provided that no such notice of redemption may shall be given earlier than 60 90 days prior to the earliest date on which the Issuer Company or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”)Guarantor, as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation would be required to pay Additional Amounts with were a payment under or in respect of such Securities cannot be avoided by taking measures that a Security then due. Prior to the Issuermailing of any notice of redemption of the Security, the applicable Guarantor Company or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor PersonGuarantor, as the case may be, believes will deliver to the Trustee at least 30 days but not more than 60 days before a Redemption Date an Officers’ Certificate stating that a change or amendment referred to in good faith are commercially reasonablethe prior paragraph has occurred and that the requirement to pay Additional Amounts cannot be avoided by taking reasonable measures available to the Company or the Guarantor, as the case may be. The Trustee shall accept such certificate as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified provided as contemplated by Section 301 3.01 with respect to any series of SecuritiesCapital Securities and subject to satisfaction of the Solvency Condition, ifthe Capital Securities are redeemable, as a whole but not in part, at the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets option of the Issuer or any GuarantorCompany, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104' notice, on any Payment Date, at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued but unpaid Payments and unpaid interest due thereon up toall Missed Payments, but not includingif any, in respect of such series of Capital Securities to the date fixed for redemption; provided, howeverif, at any time, the Company shall determine that, as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in the official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective on or after a date included in the terms of such series of Capital Securities pursuant to Section 3.01: (1a) no in making payment under the Capital Securities in respect of principal or premium, if any, or Payments (including Missed Payments) it has or will or would on the next Payment Date become obligated to pay Additional Amounts; (b) Payments (including Missed Payments) on the next Payment Date in respect of any of the Capital Securities would be treated as "distributions" within the meaning of Section 209 of the Income and Corporation Taxes ▇▇▇ ▇▇▇▇ of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or (c) on the next Payment Date the Company would not be entitled to claim a deduction in respect of such notice Payments in computing its United Kingdom taxation liabilities (or the value of redemption may such deduction to the Company would be given earlier than 60 days materially reduced). In any case where the Company shall determine that as a result of any change in the official application or interpretation of any laws or regulations it is entitled to redeem the Capital Securities of any series the Company shall be required to deliver to the Trustee prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing giving of any notice of any redemption a written legal opinion of any Securities pursuant independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect confirming that the conditions precedent relevant change in the official application or interpretation of such laws or regulations has occurred and that the Company is entitled to the exercise its right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableredemption.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified provided in the Senior Debt Securities of any series and subject to the satisfaction of the Regulatory Redemption Conditions, the Issuer will have the option to redeem the Senior Debt Securities of any series in whole as contemplated by Section 301 3.01 with respect to any series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Senior Debt Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104notice, on any Interest Payment Date, at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued and but unpaid interest due thereon up tointerest, but not includingif any, in respect of such series of Senior Debt Securities to the date fixed for redemption; providedredemption (or, howeverin the case of Original Issue Discount Securities, thatthe accreted face amount thereof, together with accrued interest, if any), if, at any time, the Issuer shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), other than an Excluded Change, or any change in the official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective on or after a date included in the terms of such series of Senior Debt Securities pursuant to Section 3.01: (1a) no such notice in making payment under the Senior Debt Securities in respect of redemption may be given earlier than 60 days prior to principal or premium, if any, or interest, if any, it has or will or would on the earliest date on which the Issuer or the applicable Guarantor would be next Interest Payment Date become obligated to pay such Additional Amounts were a Amounts; (b) any payment of Interest on an Interest Payment Date in respect of the Senior Debt Securities has been treated as a “distribution”, or the applicable Guarantee payment of interest on the next Interest Payment Date in respect of any of the Senior Debt Securities would be treated as a “distribution,” in each case within the meaning of Section 1000 of the Corporation Tax ▇▇▇ ▇▇▇▇ of the United Kingdom (or any statutory modification or re-enactment thereof then due, andfor the time being); or (2c) at on an Interest Payment Date the time any Issuer was not entitled, or on the next Interest Payment Date the Issuer would not be entitled, to claim a deduction in respect of such redemption notice is given, payment of interest in computing its United Kingdom taxation liabilities (or the value of such obligation to pay such Additional Amounts must remain in effect. Prior deduction to the publication Issuer would be materially reduced). In any case where the Issuer shall determine that as a result of any change in the official application or mailing interpretation of any laws or regulations it is entitled to redeem the Senior Debt Securities of any series, the Issuer shall be required to deliver to the Trustee prior to the giving of any notice of any redemption a written legal opinion of any Securities pursuant to this Section, independent United Kingdom counsel of recognized standing (selected by the Issuer, ) in a form reasonably satisfactory to the applicable Guarantor Trustee confirming that the relevant change in the official application or any Person with whom interpretation of such laws or regulations has occurred and that the Issuer or the applicable Guarantor has consolidated or merged, or is entitled to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of exercise its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of redemption. (b) Sections 11.09, 11.10 and 11.11 are hereby added at the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect end of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors Article 11 of the Issuer or the Successor Person, Base Indenture as the case may be, believes in good faith are commercially reasonable.follows:

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, the Applicable Taxing Jurisdiction affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the any particular Securities or the GuaranteesGuarantee thereof, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) Securities, it is determined by the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of Issuer and the Guarantors that the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwisea Guarantor (x) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Security or Guarantee thereof in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantorsa Guarantor, a payment in respect of such interest was required to be made by the Guarantors such Guarantor under the Guarantees its Guarantee thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the IssuerDate), and the (y) such obligation to pay Additional Amounts cannot be avoided by the use of commercially Issuer or such Guarantor taking reasonable measures available to it or such Guarantor (including by having payments with respect to Securities or Guarantees made by the Issuer or a Guarantor which would not be required to the applicable Guarantor, as the case may bepay any Additional Amounts), the Issuer may, at its option, redeem all (but not less than all) the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid interest (including additional interest and Additional Amounts, if any) to, but excluding, 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 the Issuer or such Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantee thereof, as the case may be, then due and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the mailing of any notice of redemption pursuant to this Section, the Issuer shall deliver to the Trustee (i) an Opinion of Counsel of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Issuer or a Guarantor would be required to pay Additional Amounts on the next payment in respect of such Securities, and (ii) an Officers’ Certificate to the effect that such obligation cannot be avoided by the Issuer or such Guarantor, taking reasonable measures available to it, and the Trustee shall be entitled to accept such opinion and Officers’ Certificate as sufficient evidence of the satisfaction of the condition precedent set out above in which event it shall be conclusive and binding on the Holders of such Securities. (1) the Issuer or any Guarantor shall have on any date (the “Succession Date”) consolidated with or merged into, or conveyed or transferred or leased all or substantially all of its properties and assets to, any Successor Person which is organized under the laws of any jurisdiction other than the jurisdiction in which the Issuer or such Guarantor is organized, (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction of organization, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular Securities or the Guarantees thereof, which change or amendment becomes effective on or after the Succession Date, such Successor Person would be required to pay any Additional Amounts pursuant to Section 801(3) hereof or the terms of any Security or the Guarantees thereof in respect of interest on any Securities on the next succeeding Interest Payment Date (assuming, in the case of a successor Guarantor, that a payment in respect of such interest were required to be made by such successor Guarantor under the Guarantee on such Interest Payment Date), and (3) such obligation cannot be avoided by the Successor Person taking reasonable measures available to it, the Issuer or such Successor Person may, at its option, redeem all (but not less than all) of the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections Section 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up (including additional interest) to, but not includingexcluding, the date fixed for redemptionredemption and Additional Amounts, if any; provided, however, that: that (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor a Successor Person would be obligated to pay such Additional Amounts were a payment in respect of the Securities or Guarantee thereof, as the applicable Guarantee thereof case may be, then due, and and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities to all Holders pursuant to this Section, the Issuer, the applicable Guarantor or any Successor Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or shall deliver to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with (i) an Opinion of Counsel of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation Successor Person would be required to pay Additional Amounts with on the next payment in respect of such Securities Securities, and (ii) an Officers’ Certificate to the effect that such obligation cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor PersonPerson taking reasonable measures available to it, and the Trustee shall accept such opinion and Officers’ Certificate as determined by the Board of Directors sufficient evidence of the Issuer or satisfaction of the Successor Person, as condition precedent set out above in which event it shall be conclusive and binding on the case may be, believes in good faith are commercially reasonable.Holders of such Securities. LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified provided as contemplated by Section 301 3.01 with respect to any series of SecuritiesSubordinated Debt Securities and subject to the conditions set out in Section 11.11 below, ifthe Subordinated Debt Securities of any series are redeemable, as a whole but not in part, at the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets option of the Issuer or any Guarantor, change in place of payment Company on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable 30 calendar days nor more than 60 calendar days’ notice, at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued and but unpaid interest due thereon up tointerest, but not includingif any, in respect of such series of Subordinated Debt Securities to the date fixed for redemption; provided, howeverif, thatat any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in an official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after a date included in the terms of such series of Subordinated Debt Securities pursuant to Section 3.01: (1a) no such notice in making payment under the Subordinated Debt Securities in respect of redemption may be given earlier than 60 days prior to principal or interest, if any, the earliest date Company has or will or would on which the Issuer or the applicable Guarantor would be next Interest Payment Date become obligated to pay such Additional Amounts were Amounts; (b) the payment of interest on the next Interest Payment Date in respect of any of the Subordinated Debt Securities would be treated as a payment “distribution” within the meaning of Section 1000 of the Corporation Tax ▇▇▇ ▇▇▇▇ of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or (c) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the Securities payment of interest in computing its United Kingdom taxation liabilities (or the applicable Guarantee thereof then due, and (2) at the time any value of such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior deduction to the publication Company would be materially reduced). In any case where the Company shall determine that as a result of any change in the application or mailing interpretation of any laws or regulations it is entitled to redeem the Subordinated Debt Securities of any series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of any redemption a written legal opinion of any Securities pursuant to this Section, independent United Kingdom counsel of recognized standing (selected by the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”Company), as the case may be, shall provide in a form satisfactory to the Trustee with an Opinion of Counsel to the effect confirming that the conditions precedent relevant change in the application or interpretation of such laws or regulations has occurred and that the Company is entitled to the exercise its right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableredemption.

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

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any Securities of each series may be redeemed at the option of Securities, if, as the result of (a) any change in Company or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assumingsuccessor, in the case of the Guarantors, a payment whole but not in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer maypart, at its option, redeem all (but any time upon giving not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 five Business Days’ nor more than 60 days’ written notice as provided to the Holders (which notice shall be irrevocable) (except in Sections 1102 and 1104the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to 100% of the outstanding principal amount thereof thereof, plus accrued and unpaid interest due thereon up thereon, to, but not includingexcluding, the Redemption Date, only if (i) the Company or any successor has or will become obligated to pay Additional Amounts with respect to the Securities in excess of the Additional Amounts that the Company or any successor would pay if payments in respect of the Securities were subject to deduction or withholding for Brazilian Taxes at a rate of (A) 15% generally in case of any taxes imposed by Brazil or (B) 25% in case of taxes imposed by Brazil on amounts paid to residents of countries that do not impose any income tax or which impose it at a maximum rate lower than 20% or where the laws of that country or location impose restrictions on the disclosure of (1) shareholding composition; (2) the ownership of the investment; or (3) the beneficial ownership of income paid to non-resident persons, pursuant to Law No. 9,779, dated January 19, 1999, as a result of any change in, or amendment to, the laws or regulations of Brazil (or the jurisdiction of any successor) or any political subdivision or governmental authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment occurs after the date fixed for redemptionof this Indenture (or date of succession) and (ii) such obligation cannot be avoided by the Company or any successor taking reasonable measures available to it; provided, however, that: (1) no that for this purpose reasonable measures shall not include any change in the Company’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive office or registered office. No such notice of redemption may shall be given earlier than 60 days prior to the earliest date on which the Issuer Company or any successor, as the applicable Guarantor case may be, would be obligated to pay such Additional Amounts were if a payment in respect of the such Securities or the applicable Guarantee thereof were then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Sectionthe preceding paragraph, the Issuer, the applicable Guarantor Company or any Person with whom successor shall deliver to the Issuer Trustee an Officer’s Certificate to the effect that the obligation of the Company or any successor, as the applicable Guarantor has consolidated case may be, to pay Additional Amounts cannot be avoided by the Company or merged, any successor taking reasonable measures available to it. The Company or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”)successor, as the case may be, shall provide also deliver to the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor Company or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Personany successor, as the case may be, believes would be obligated to pay Additional Amounts due to the changes in good faith are commercially reasonabletax laws or regulations. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in Clauses (i) and (ii) of the preceding paragraph of this Section 11.08, in which event it shall be conclusive and binding on the Holders. The Company may enter into an arrangement under which the Company or a subsidiary of the Company may, in lieu of redemption by the Company, purchase for a purchase price equal to the full Redemption Price any Security to be redeemed pursuant to this Section 11.08.

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

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, the Applicable Taxing Jurisdiction affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the any particular Securities or the GuaranteesGuarantee thereof, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) Securities, it is determined by the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of Issuer and the Guarantors that the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwisea Guarantor (x) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Security or Guarantee thereof in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantorsa Guarantor, a payment in respect of such interest was were required to be made by the Guarantors such Guarantor under the Guarantees its Guarantee thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the IssuerDate), and the (y) such obligation to pay Additional Amounts cannot be avoided by the use of commercially Issuer or such Guarantor taking reasonable measures available to it or such Guarantor (including by having payments with respect to Securities or Guarantees made by the Issuer or a Guarantor which would not be required to the applicable Guarantor, as the case may bepay any Additional Amounts), the Issuer may, at its option, redeem all (but not less than all) the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100 percent of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date fixed for redemption and Additional Amounts, if any; provided, however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or such Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantee thereof, as the case may be, then due and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the mailing of any notice of redemption pursuant to this Section, the Issuer shall deliver to the Trustee (i) an Opinion of Counsel of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Issuer or a Guarantor would be required to pay Additional Amounts on the next payment in respect of such Securities, and (ii) an Officers’ Certificate to the effect that such obligation cannot be avoided by the Issuer or such Guarantor, taking reasonable measures available to it, and the Trustee shall be entitled to accept such opinion and Officers’ Certificate as sufficient evidence of the satisfaction of the condition precedent set out above in which event it shall be conclusive and binding on the Holders of such Securities. (1) the Issuer or any Guarantor shall have on any date (the “Succession Date”) consolidated with or merged into, or conveyed or transferred or leased its properties and assets substantially as an entirety to, any Successor Person which is organized under the laws of any jurisdiction other than the jurisdiction in which the Issuer or such Guarantor is organized, (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction of organization, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular Securities or the Guarantees thereof, which change or amendment becomes effective on or after the Succession Date, such Successor Person would be required to pay any Additional Amounts pursuant to Section 801(3) hereof or the terms of any Security or the Guarantees thereof in respect of interest on any Securities on the next succeeding Interest Payment Date (assuming, in the case of a Successor Guarantor, that a payment in respect of such interest were required to be made by such Successor Guarantor under the Guarantee on such Interest Payment Date), and (3) such obligation cannot be avoided by the Successor Person taking reasonable measures available to it, the Issuer or such Successor Person may, at its option, redeem all (but not less than all) of the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections Section 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not includingexcluding, the date fixed for redemptionredemption and Additional Amounts, if any; provided, however, that: that (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor a Successor Person would be obligated to pay such Additional Amounts were a payment in respect of the Securities or Guarantee thereof, as the applicable Guarantee thereof case may be, then due, and and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Successor Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or shall deliver to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with (i) an Opinion of Counsel of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation Successor Person would be required to pay Additional Amounts with on the next payment in respect of such Securities Securities, and (ii) an Officers’ Certificate to the effect that such obligation cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor PersonPerson taking reasonable measures available to it, and the Trustee shall accept such opinion and Officers’ Certificate as determined by the Board of Directors sufficient evidence of the Issuer or satisfaction of the Successor Person, as condition precedent set out above in which event it shall be conclusive and binding on the case may be, believes in good faith are commercially reasonable.Holders of such Securities. LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant JurisdictionAustralia, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant any Australian court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the any particular Securities (or the GuaranteesGuarantee thereof), which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) and Guarantee or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date date, the Company or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 5.6 of this Indenture or the terms of any Guarantee Agreement in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the GuarantorsGuarantor, a payment in respect of such interest was required to be made by the Guarantors Guarantor under the Guarantees Guarantee thereof on such Interest Payment Date and Date), on which the Guarantors Guarantor would be unable, for reasons outside their its control, to procure payment by the Issuer)Company, and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable reason- able measures available to the Issuer Company or to the applicable Guarantor, as the case may be, Company or the Issuer Guarantor may, at its optioneither of their options, redeem all (but not less than all) of the Securities of either series in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 8.2 and 11048.4, at a Redemption Price equal to 100% 100 percent of the outstanding principal amount thereof plus all accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; provided, however, that: that (1a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer Company or the applicable Guarantor Guarantor, as the case may be, would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and and (2b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Section, the Issuer, the applicable Guarantor Company or any a Successor Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee Fiscal Agent with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer Company or a Successor Person to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an -96- 103 Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities Securities, cannot be avoided by taking measures that the Issuer, the applicable Guarantor Company or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor PersonGuarantor, as the case may be, believes are reasonable. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in good faith are commercially reasonableeffect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if11.6.1 If, as the a result of any amendment to, or change in, the laws (a) any change in or any amendment to rules or regulations thereunder) of the lawsCayman Islands, regulations Brazil or published tax rulings of any Relevant a Successor Jurisdiction, or of any political subdivision or taxing authority thereof or therein, therein affecting taxation, taxation or (b) any amendment to or change in the an official administrationinterpretation, administration or application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, rules or regulations (including a holding by a court of competent jurisdiction), which amendment or change of such laws, rules or regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and interpretation thereof becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change specified therefor in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date of a series or the date on which such jurisdiction the Successor Jurisdiction becomes a Relevant Jurisdiction (whichever is later)Successor Jurisdiction, the Issuer or the Guarantors Company would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation obligated to pay Additional Amounts in respect of the Securities of such series pursuant to the terms and conditions thereof , and if such obligation cannot be avoided by the use of commercially Company after taking measures the Company considers reasonable measures available to avoid it, then, at the Issuer or to the applicable Guarantor, as the case may beCompany’s option, the Issuer maySecurities of such series may be redeemed in whole, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable part, at any time, upon on giving not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104to the Holders of such Securities, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus and any premium applicable thereto, together with accrued and unpaid interest due thereon up to, to but not including, including the date fixed for redemptionRedemption Date and any Additional Amounts which would otherwise be payable; provided, however, that: that (1) no such notice of such redemption may be given earlier than 60 90 days prior to the earliest date on which the Issuer or the applicable Guarantor Company would but for such redemption be obligated to pay such Additional Amounts were a payment in respect of the on such Securities or the applicable Guarantee thereof then due, and and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain remains in effect. Prior to the publication or mailing of . 11.6.2 Before any notice of any redemption of any Securities pursuant to this SectionSection ‎11.6.1‎ is given to the Trustee or the Holders of Securities of the relevant series, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or Company shall deliver to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with (i) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Company so to redeem have occurred or been satisfied and (ii) an Opinion of Counsel to the effect that the conditions precedent Company has or shall become obligated to pay such Additional Amounts as a result of such change or amendment. Such notice, once given to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot Trustee, shall be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableirrevocable.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 The Company may redeem the Securities in whole, but not in part, at any time upon giving not less than 30 or more than 60 days' notice to the Holders of the Securities (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with respect accrued and unpaid interest, if any, to any series the date fixed for redemption (a "Tax Redemption Date") (in the case of Definitive Securities, ifsubject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), and Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of: (1) any change in, or amendment to, the result law or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction (aas defined below in Section 4.02(b)) affecting taxation; or (2) any change in or any amendment to position regarding the lawsapplication, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application administration or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, treaties, regulations or published tax rulings either generally (including a holding, judgment or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later order by a court of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets competent jurisdiction)(each of the Issuer or any Guarantorforegoing in clauses (1) and (2), change a "Change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is laterTax Law"), the Issuer Company, with respect to the Securities, or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in Guarantor, with respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable GuarantorGuarantee, as the case may be, is, or on the Issuer may, at its option, redeem all (but not less than all) next interest payment date in respect of the Securities in respect of which such would be, required to pay more than de minimis Additional Amounts would pursuant to Section 4.02(b), and such obligation cannot be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal avoided by taking reasonable measures available to 100% it. In the case of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not includingCompany or the Guarantor, the Change in Tax Law must become effective on or after the Issuance Date. In the case of a successor entity of the Company or the Guarantor, the Change in Tax Law must become effective after the date fixed for redemption; providedthat such successor entity first makes payment on the Securities. Notwithstanding the foregoing, however, that: (1) no such notice of redemption may will be given (a) earlier than 60 90 days prior to the earliest date on which the Issuer or the applicable Guarantor Payor (as defined below in Section 4.02(b)) would be obligated obliged to pay make such Additional Amounts were payment or withholding if a payment in respect of the Securities or the applicable Guarantee thereof issued by it were then due, and due and (2b) unless at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain remains in effect. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Sectionthe foregoing, the Issuer, Company shall deliver to the applicable Guarantor or any Person with whom Fiscal Agent (a) an Officers' Certificate stating that the Issuer or Company is entitled to effect such redemption and setting forth a statement of facts showing that the applicable Guarantor has consolidated or merged, or conditions precedent to whom its right so to redeem have been satisfied and (b) an opinion of an independent tax counsel reasonably satisfactory to the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel Fiscal Agent to the effect that the conditions precedent circumstances referred to the right of the Issuer to redeem such Securities pursuant to in this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonable.3.07 exist. ARTICLE FOUR

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any A series of SecuritiesSecurities may, ifsubject to prior confirmation of the FSA (if such confirmation is required under the Applicable Banking Regulations), be redeemed at the option of the Company, in whole but not in part, at any time, upon notice thereof given by the Company in accordance with Section 11.05, at a redemption price equal to 100% of the principal amount of the relevant series of Securities on the date fixed for redemption (together with accrued and unpaid interest to (but excluding) the date fixed for redemption and Additional Amounts, if any), if the Company determines prior to giving notice of redemption that, as the a result of (a) any change in in, or amendment to, the laws (or any amendment to the laws, regulations or published tax rulings promulgated thereunder) of any Relevant Jurisdiction, Japan (or of any political subdivision or taxing authority thereof or therein, of Japan) affecting taxation, or (b) any change in the official administration, position regarding the application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally (including a holding, judgment, or in relation to the Securities or the Guaranteesorder by a court of competent jurisdiction), which change change, amendment, application or amendment is proposed and interpretation becomes effective on or after the later date of the final offering document for the relevant series of Securities, (xi) the original issue date of such Securities Company is, or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administrationnext interest payment date would be, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of Japanese Taxes, or (ii) any interest on the next succeeding Interest Payment Date Securities ceases to be treated as being a deductible expense for the purpose of the Company’s corporate tax, and, in each case of (assumingi) or (ii) above, such event cannot be avoided by measures reasonably available to the Company; provided that, in the case of the Guarantors(i) above, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that: (1) no such notice of redemption may shall be given earlier than 60 90 days prior to the earliest date on which the Issuer or the applicable Guarantor Company would be obligated to pay make such payment of Additional Amounts were if a payment in respect of the relevant series of Securities or the applicable Guarantee thereof were then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of making any notice of any redemption of any the Securities pursuant to this SectionSection 11.03, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or Company will deliver to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with a certificate signed by a Responsible Officer of the Company stating that the conditions precedent to such redemption have been fulfilled and an Opinion opinion of Counsel an independent tax counsel or tax consultant of recognized standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent to described above, in which event it shall be conclusive and binding on the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonablerelevant Securityholders.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified provided in the Senior Debt Securities of any series and subject to the satisfaction of the Regulatory Redemption Conditions, the Issuer will have the option to redeem the Senior Debt Securities of any series in whole as contemplated by Section 301 3.01 with respect to any series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Senior Debt Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104notice, on any Interest Payment Date, at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued and but unpaid interest due thereon up tointerest, but not includingif any, in respect of such series of Senior Debt Securities to the date fixed for redemption; providedredemption (or, howeverin the case of Original Issue Discount Securities, thatthe accreted face amount thereof, together with accrued interest, if any), if, at any time, the Issuer shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party) or any change in the official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective on or after a date included in the terms of such series of Senior Debt Securities pursuant to Section 3.01: (1a) no such notice in making payment under the Senior Debt Securities in respect of redemption may be given earlier than 60 days prior to principal or premium, if any, or interest, if any, it has or will or would on the earliest date on which the Issuer or the applicable Guarantor would be next Interest Payment Date become obligated to pay such Additional Amounts were a Amounts; (b) any payment of Interest on an Interest Payment Date in respect of the Senior Debt Securities has been treated as a “distribution”, or the applicable Guarantee payment of interest on the next Interest Payment Date in respect of any of the Senior Debt Securities would be treated as a “distribution,” in each case within the meaning of Section 1000 of the Corporation Tax A▇▇ ▇▇▇▇ of the United Kingdom (or any statutory modification or re-enactment thereof then due, andfor the time being); or (2c) at on an Interest Payment Date the time any Issuer was not entitled, or on the next Interest Payment Date the Issuer would not be entitled, to claim a deduction in respect of such redemption notice is given, payment of interest in computing its United Kingdom taxation liabilities (or the value of such obligation to pay such Additional Amounts must remain in effect. Prior deduction to the publication Issuer would be materially reduced). In any case where the Issuer shall determine that as a result of any change in the official application or mailing interpretation of any laws or regulations it is entitled to redeem the Senior Debt Securities of any series, the Issuer shall be required to deliver to the Trustee prior to the giving of any notice of any redemption a written legal opinion of any Securities pursuant to this Section, independent United Kingdom counsel of recognized standing (selected by the Issuer, ) in a form reasonably satisfactory to the applicable Guarantor Trustee confirming that the relevant change in the official application or any Person with whom interpretation of such laws or regulations has occurred and that the Issuer or the applicable Guarantor has consolidated or merged, or is entitled to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of exercise its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of redemption. (b) Sections 11.09, 11.10 and 11.11 are hereby added at the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect end of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors Article 11 of the Issuer or the Successor Person, Base Indenture as the case may be, believes in good faith are commercially reasonable.follows:

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, as the result of (a) any change in ). Securities of each series may be redeemed at the option of the Company, Braskem or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assumingsuccessor, in the case of the Guarantors, a payment whole but not in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer maypart, at its option, redeem all (but any time upon giving not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 five Business Days’ nor more than 60 days’ written notice as provided to the Holders (which notice shall be irrevocable) (except in Sections 1102 and 1104the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to 100% of the outstanding principal amount thereof thereof, plus accrued and unpaid interest due thereon up thereon, to, but not includingexcluding, the Redemption Date, only if (i) the Company, Braskem or any successor has or will become obligated to pay Additional Amounts with respect to the Securities or the Guarantee (x) in excess of the Additional Amounts that the Company, Braskem or any successor would pay if payments in respect of the Securities or the Guarantee were subject to deduction or withholding for Brazilian Taxes at a rate of (A) 15% generally in case of any taxes imposed by Brazil or (B) 25% in case of taxes imposed by Brazil on amounts paid to residents of countries that do not impose any income tax or which impose it at a maximum rate lower than 20% or where the laws of that country or location impose restrictions on the disclosure of (1) shareholding composition; (2) the ownership of the investment; or (3) the beneficial ownership of income paid to non-resident persons, pursuant to Law No. 9,779, dated January 19, 1999, or (y) in respect of deduction or withholding for Cayman Islands Taxes, in either case, as a result of any change in, or amendment to, the laws or regulations of Brazil or the Cayman Islands (or the jurisdiction of any successor) or any political subdivision or governmental authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment occurs after the date fixed for redemptionof this Indenture (or date of succession) and (ii) such obligation cannot be avoided by the Company, Braskem or any successor taking reasonable measures available to it; provided, however, that: (1) no that for this purpose reasonable measures shall not include any change in the Company’s, Braskem’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive office or registered office. No such notice of redemption may shall be given earlier than 60 days prior to the earliest date on which the Issuer Company, Braskem or any successor, as the applicable Guarantor case may be, would be obligated to pay such Additional Amounts were if a payment in respect of the such Securities or the applicable Guarantee thereof were then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Sectionthe preceding paragraph, the IssuerCompany, the applicable Guarantor Braskem or any Person with whom successor shall deliver to the Issuer Trustee an Officer’s Certificate to the effect that the obligation of the Company, Braskem or any successor, as the applicable Guarantor has consolidated case may be, to pay Additional Amounts cannot be avoided by the Company, Braskem or mergedany successor taking reasonable measures available to it. The Company, Braskem or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”)successor, as the case may be, shall provide also deliver to the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the IssuerCompany, the applicable Guarantor Braskem or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Personany successor, as the case may be, believes would be obligated to pay Additional Amounts due to the changes in good faith are commercially reasonabletax laws or regulations. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in Clauses (i) and (ii) of the preceding paragraph of this Section 11.08, in which event it shall be conclusive and binding on the Holders. The Company or Braskem may enter into an arrangement under which Braskem or a subsidiary of Braskem may, in lieu of redemption by the Company or Braskem, purchase for a purchase price equal to the full Redemption Price any Security to be redeemed pursuant to this Section 11.08.

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

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified provided in the Senior Debt Securities of any series, the Company and, if applicable, the Guarantor will have the option to redeem the Senior Debt Securities of any series in whole as contemplated by Section 301 3.01 with respect to any series of Senior Debt Securities, ifthe Senior Debt Securities are redeemable, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (whole but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any timepart, upon on not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104notice, on any Interest Payment Date, at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued and but unpaid interest due thereon up tointerest, but not includingif any, in respect of such series of Senior Debt Securities to the date fixed for redemption; providedredemption (or, howeverin the case of Original Issue Discount Securities, thatthe accreted face amount thereof, together with accrued interest, if any), if, at any time, the Company (or, if applicable, the Guarantor) shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in the official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective on or after a date included in the terms of such series of Senior Debt Securities pursuant to Section 3.01: (1a) no in making payment under the Senior Debt Securities in respect of principal or premium, if any, or interest, if any, it (or the Guarantor, if applicable) has or will or would on the next Interest Payment Date become obligated to pay Additional Amounts; (b) the payment of interest on the next Interest Payment Date in respect of any of the Senior Debt Securities would be treated as “distributions” within the meaning of Section 209 of the Income and Corporation Taxes A▇▇ ▇▇▇▇ of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or (c) on the next Interest Payment Date the Company (or the Guarantor, if applicable) would not be entitled to claim a deduction in respect of such notice payment of redemption may interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Company would be given earlier than 60 days materially reduced). In any case where the Company (or, if applicable, the Guarantor) shall determine that as a result of any change in the official application or interpretation of any laws or regulations it is entitled to redeem the Senior Debt Securities of any series, the Company (or, if applicable, the Guarantor) shall be required to deliver to the Trustee prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing giving of any notice of any redemption a written legal opinion of any Securities pursuant to this Sectionindependent United Kingdom counsel of recognized standing (selected by the Company) (or, if applicable, the IssuerGuarantor) in a form satisfactory to the Trustee confirming that the relevant change in the official application or interpretation of such laws or regulations has occurred and that the Company (or, if applicable, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or Guarantor) is entitled to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all exercise its right of its properties or assets (the successor Person redemption. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such transaction, a “Successor Person”), as counterparts shall together constitute but one and the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonablesame instrument.

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

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any A series of SecuritiesSecurities may, ifsubject to prior confirmation of the FSA (if such confirmation is required under the Applicable Banking Regulations), be redeemed at the option of the Company, in whole but not in part, at any time, upon notice thereof given by the Company in accordance with Section 11.05, at a redemption price equal to 100% of the Current Principal Amount of the relevant series of Securities on the date fixed for redemption (together with accrued and unpaid interest to (but excluding) the date fixed for redemption and Additional Amounts, if any), if the Company determines prior to giving notice of redemption that, as the a result of (a) any change in in, or amendment to, the laws (or any amendment to the laws, regulations or published tax rulings promulgated thereunder) of any Relevant Jurisdiction, Japan (or of any political subdivision or taxing authority thereof or therein, of Japan) affecting taxation, or (b) any change in the official administration, position regarding the application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally (including a holding, judgment, or in relation to the Securities or the Guaranteesorder by a court of competent jurisdiction), which change change, amendment, application or amendment is proposed and interpretation becomes effective on or after the later date of the final offering document for the relevant series of Securities, (xi) the original issue date of such Securities Company is, or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administrationnext interest payment date would be, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of Japanese Taxes, or (ii) any interest on the next succeeding Interest Payment Date Securities ceases to be treated as being a deductible expense for the purpose of the Company’s corporate tax, and, in each case of (assumingi) or (ii) above, such event cannot be avoided by measures reasonably available to the Company; provided that, in the case of the Guarantors(i) above, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that: (1) no such notice of redemption may shall be given earlier than 60 90 days prior to the earliest date on which the Issuer or the applicable Guarantor Company would be obligated to pay make such payment of Additional Amounts were if a payment in respect of the relevant series of Securities or the applicable Guarantee thereof were then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of making any notice of any redemption of any the Securities pursuant to this SectionSection 11.03, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or Company will deliver to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with a certificate signed by a Responsible Officer of the Company stating that the conditions precedent to such redemption have been fulfilled and an Opinion opinion of Counsel an independent tax counsel or tax consultant of recognized standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent to described above, in which event it shall be conclusive and binding on the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonablerelevant Securityholders.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any The Company or the Guarantor (or their successors) may redeem each series of SecuritiesSecurities at their option in whole but not in part at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any interest payment date), if: (i) the Company or the Guarantor would be required to pay Additional Amounts, as the a result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the tax laws or treaties (including the official administration, application or interpretation by thereof) of a relevant court or tribunalTaxing Jurisdiction or, government or government authority in the case of any Relevant a treaty, to which a Taxing Jurisdiction is a party that, in the case of such laws, regulations or published tax rulings either generally or in relation to the Securities Company or the GuaranteesGuarantor, becomes effective on or after the date of issuance of that series (or, in the case of a successor, that becomes effective after the date such successor becomes such), as explained in Section 1005, or (ii) there is a change in the official application or interpretation of a treaty to which a Taxing Jurisdiction is a party, this change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the a date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets one of the Issuer or any Guarantoraffiliates of the Company borrows money from the Company, and because of the change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors this affiliate would be required to pay deduct or withhold tax on payments to the Company to enable the Company to make any Additional Amounts pursuant payment of principal, premium, if any, or interest. In both of these cases, however, the Company will not be permitted to Section 1007 redeem a series of this Indenture Securities if the Company or the terms Guarantor can avoid either the payment of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assumingAdditional Amounts, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantordeductions or withholding, as the case may be, by using reasonable measures available to it. For the Issuer mayavoidance of doubt, at its option, redeem all (but reasonable measures shall not less than all) include changing the jurisdiction of incorporation of the Securities Company or the Guarantor. Except in respect the case of outstanding original issue discount Securities, which such Additional Amounts would may be so payable redeemed at any timethe redemption price specified by the terms of that series of Securities, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price the redemption price will be equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for of redemption; provided, however, that: (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonable.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified provided as contemplated by Section 301 3.01 with respect to any series of SecuritiesSubordinated Debt Securities and subject to Section 11.11 below, ifthe Subordinated Debt Securities of any series are redeemable, as a whole but not in part, at the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets option of the Issuer or any Guarantor, change in place of payment Company on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable 30 calendar days nor more than 60 calendar days’ notice, at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued and but unpaid interest due thereon up tointerest, but not includingif any, in respect of such series of Subordinated Debt Securities to the date fixed for redemption; provided, howeverif, thatat any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in an official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after a date included in the terms of such series of Subordinated Debt Securities pursuant to Section 3.01: (1a) no such notice in making payment under the Subordinated Debt Securities in respect of redemption may be given earlier than 60 days prior to principal or interest, if any, the earliest date Company has or will or would on which the Issuer or the applicable Guarantor would be next Interest Payment Date become obligated to pay such Additional Amounts were Amounts; (b) the payment of interest on the next Interest Payment Date in respect of any of the Subordinated Debt Securities would be treated as a payment “distribution” within the meaning of Section 1000 of the Corporation Tax A▇▇ ▇▇▇▇ of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or (c) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the Securities payment of interest in computing its United Kingdom taxation liabilities (or the applicable Guarantee thereof then duevalue of such deduction to the Company would be materially reduced), and (2) provided that in the Company’s opinion, the circumstance that entitles the Company to exercise the right of redemption set forth in this section was not reasonably foreseeable to the Company at the time Issue Date and provided that upon CRD IV taking effect in the United Kingdom, any such right of redemption notice is givenpursuant to this section shall only apply if, such obligation to pay such Additional Amounts must remain in effect. Prior when and to the publication extent not prohibited by CRD IV. For the purpose of this Section 11.08, any changes to the draft tax legislation contained in Clause 42 of the Finance B▇▇▇ ordered to be printed on May 9, 2013 (and intended to have effect from October 26, 2012) relating to tier 2 issuances shall be regarded as a change in the laws or mailing regulations of the Taxing Jurisdiction, including where the Finance B▇▇▇ does not receive Royal Assent. In any case where the Company shall determine that as a result of any change in the application or interpretation of any laws or regulations it is entitled to redeem the Subordinated Debt Securities of any series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of any redemption a written legal opinion of any Securities pursuant to this Section, independent United Kingdom counsel of recognized standing (selected by the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”Company), as the case may be, shall provide in a form satisfactory to the Trustee with an Opinion of Counsel to the effect confirming that the conditions precedent relevant change in the application or interpretation of such laws or regulations has occurred and that the Company is entitled to the exercise its right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableredemption.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise Each series of Securities contained in one or more particular issues may be redeemed at the option of the Issuer, in whole but not in part, at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified as contemplated by Section 301 with respect to any the terms of such series of Securities, ) if, as the a result of (a) any change in or any amendment to the laws, laws or any regulations or published tax rulings promulgated thereunder of any Relevant Jurisdiction, the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Issuer is incorporated (or, affecting taxationin the case of a successor Person to the Issuer, of the jurisdiction in which such successor Person is organized or (bany political subdivision or taxing authority thereof or therein) or any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally rulings, or any change in relation the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to the Securities which such jurisdiction or the Guaranteessuch political subdivision or taxing authority (or such other jurisdiction or political subdivision or taxing authority) is a party, which change change, execution or amendment is proposed and becomes effective on or after the later of (x) date specified for such series pursuant to the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets terms of the Issuer Security (or any Guarantor, change in place the case of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available a successor Person to the public prior to such original issue date or Issuer, the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is latersuccessor Person became such pursuant to Sections 801 and 802), the Issuer (or the Guarantors such successor Person) is or would be required to pay any Additional Amounts pursuant additional amounts with respect to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest Securities on the next succeeding Interest Payment Date (assuming, as described in Section 206 or 1004 and the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts additional amounts cannot be avoided by the use of commercially any reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that: (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effectIssuer. Prior to the publication or mailing giving of any notice of any redemption of any such Securities pursuant to this SectionIndenture, the IssuerIssuer will deliver to the Trustee an Officer's Certificate, the applicable Guarantor or any Person with whom stating that the Issuer or the applicable Guarantor has consolidated or merged, or is entitled to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all effect such redemption and setting forth in reasonable detail a statement of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect circumstances showing that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and been satisfied. 61 Further, if, pursuant to Section 801(3)(a) of this Indenture, a certificate signed by a Director Person into which the Issuer is merged or an Authorized Officer stating that to whom the obligation Issuer has conveyed, transferred or leased its properties or assets has been or would be required to pay Additional Amounts with respect any additional amounts as therein provided, each series of Securities may be redeemed at the option of such Person in whole, but not in part, at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date), at a redemption price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of such series of Securities). Prior to the giving of notice of redemption of such Securities cannot be avoided by taking measures pursuant to this Indenture, such Person shall deliver to the Trustee an Officer's Certificate, stating that such Person is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the Issuer, conditions precedent to the applicable Guarantor or the Successor Person, as determined by the Board right of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonable.such Person to redeem such Securities pursuant to this Section have been satisfied. 62

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

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with With respect to any each series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations laws of the United Kingdom or published tax rulings of any Relevant JurisdictionCanada, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, an application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings laws either generally or in relation to the Securities or the Guaranteesany particular series of Securities, which change or amendment is proposed and to such laws becomes effective on or after the later of (x) the original issue date of specified for such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwiseseries pursuant to Section 301(7) or which change in official administration, application or interpretation shall not have been available is notified to the public prior to such original issue date Company or the date Guarantor on which or after such jurisdiction becomes a Relevant Jurisdiction (whichever date, it is later), determined by the Issuer Company or the Guarantors Guarantor that the Company or the Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 make payments of this Indenture or the terms of any Guarantee additional amounts (i) in respect of interest on the next succeeding Interest Payment Date (assuming, in pursuant to the case terms of the GuarantorsSecurities or the Guarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such interest was were required to be made by the Guarantors under the Guarantees thereof pursuant thereto on such Interest Payment Date and Date, or (ii) in respect of the Guarantors would be unable, for reasons outside their control, to procure payment by principal of any series of Original Issue Discount Securities at the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use date of commercially reasonable measures available such determination pursuant to the Issuer terms of the Securities or to the applicable GuarantorGuarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such principal were required to be made pursuant thereto on such date, in either case the case may be, Company or the Issuer Guarantor may, at its option, redeem all (but not less than all) such series of the Securities in respect of which such Additional Amounts would be so payable whole at any timetime (except in the case of a series of Securities that has a variable rate of interest, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to 100% 100 percent of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; provided, however, that: redemption (1) no such notice except in the case of redemption any series of Outstanding Original Issue Discount Securities which may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) redeemed at the time any Redemption Price specified by the terms of such redemption notice is given, such obligation to pay such Additional Amounts must remain in effectseries). Prior to the publication or mailing of any notice of any redemption of any such a series of Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer Company or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer Company or the Guarantor to redeem such series of Securities pursuant to this Section have occurred occurred. Such Opinion of Counsel shall be based on the laws and a certificate signed by a Director or an Authorized Officer stating that application and interpretation thereof in effect on the obligation to pay Additional Amounts with respect date of such Securities cannot be avoided by taking measures that opinion or to become effective on or before the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonable.next succeeding Interest Payment Date. ARTICLE TWELVE

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any 2.03 for a particular series of Securities, ifthe Company may, subject to prior confirmation of the FSA (if such confirmation is required under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the “Financial Instruments and Exchange Act”) or any other applicable laws and regulations then in effect), on giving at least 45 days’, but not more than 60 days’, notice to the Trustee (which notice shall be irrevocable), redeem all, but not less than all, of the Securities of such series then outstanding at a redemption price equal to the principal amount of the Securities (or if the Securities are Original Issue Discount Securities, such amount as determined as contemplated by Section 2.03) plus any accrued but unpaid interest through but not including the date fixed for redemption and any related Additional Amounts, in each case with respect to the Securities being redeemed, in the event that the Company determines that, as a result of (a) any change in or any amendment to the laws, laws or treaties (or any regulations or published tax rulings promulgated thereunder) of any Relevant Jurisdiction, Japan or of any political subdivision or taxing authority thereof or therein, affecting taxationtherein having power to tax, or (b) any change in official position regarding the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, treaties, regulations or published tax rulings either generally (including a holding, judgment or in relation to the Securities or the Guaranteesorder by a court of competent jurisdiction), which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer final offering document for the relevant series of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later)Securities, the Issuer Company has or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation will become obligated to pay Additional Amounts with respect to the Securities of such series (and such obligation cannot be avoided by through the use taking of commercially reasonable measures available to the Issuer or Company). The Trustee will notify the Holders at least 30 days prior to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for any such redemption. Prior to the Company’s giving of any notice of redemption for tax reasons as described in this paragraph, the Company shall deliver to the Trustee (i) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (ii) an Opinion of Counsel to such effect based on such statement of facts; provided, however, that: (1) provided that no such notice of redemption may shall be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor Company would be obligated to pay such Additional Amounts were if a payment in respect of the Securities or the applicable Guarantee thereof were then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonable.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any Any series of SecuritiesSecurities may be redeemed, ifat the option of the Company, as the result of (a) any change in or any amendment whole but not in part, upon giving notice to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date Holders and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, Trustee at its option, redeem all (least 30 days but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104days before the Redemption Date, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus thereof, together with any accrued and unpaid interest due thereon up toto the Redemption Date, but not including, the date fixed for redemption; provided, however, thatif as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation; or (2) any change in the existing official position or the stating of an official position regarding the application or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective (or with respect to official position, is announced) on or after the date of issuance of the Security (or in the case of a successor Person substituted for the Company or the Guarantor pursuant to Section 8.03 that is not organized or tax resident in a jurisdiction that is a Relevant Taxing Jurisdiction as of the date of substitution, on or after the date such Person is substituted for the Company or the Guarantor, as the case may be), the Company or the Guarantor, as the case may be, is, or on the next interest payment date would be, required to pay Additional Amounts, and such requirement cannot be avoided by the taking of reasonable measures by the Company or the Guarantor, as the case may be; provided that no such notice of redemption may shall be given earlier than 60 90 days prior to the earliest date on which the Issuer Company or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”)Guarantor, as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation would be required to pay Additional Amounts with were a payment under or in respect of such Securities cannot be avoided by taking measures that a Security then due. Prior to the Issuermailing of any notice of redemption of the Security, the applicable Guarantor Company or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor PersonGuarantor, as the case may be, believes will deliver to the Trustee at least 30 days but not more than 60 days before a Redemption Date an Officers’ Certificate stating that a change or amendment referred to in good faith are commercially reasonablethe prior paragraph has occurred and that the requirement to pay Additional Amounts cannot be avoided by taking reasonable measures available to the Company or the Guarantor, as the case may be. The Trustee shall accept such certificate as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings The Subordinated Notes of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in series will be redeemable as a whole at the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets option of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, Company upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104' notice, on any date, at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus of such Subordinated Notes together with accrued and but unpaid interest due thereon up in respect of such series of Subordinated Notes to, but not includingexcluding, the date fixed for redemption or, in the case of U.S. Dollar Notes and Sterling Notes redeemed pursuant to subparagraph (a)(ii) below, at a redemption price equal to the greater of (x) 100% of their aggregate principal amount plus accrued but unpaid interest to, but excluding, the date fixed for redemption; provided, howeveror (y) a Make-Whole Amount, thatif at any time: (1i) no the Company shall determine that as a result of a change in or amendment to the laws or regulations or rulings of a Taxing Jurisdiction, including any treaty to which it is a party, or a change in an official application or interpretation of those laws or regulations or rulings, including a decision of any court or tribunal, which becomes effective on or after December 12, 2000 (or, in the case of any Successor Person or Successor Entity, becomes effective on or after the date of that entity's assumption of the Company's obligations or the assumption of the Successor Entity's obligations in the case of a merger, conveyance, transfer or lease in accordance with Section 8.01 of the Base Indenture), in making any payments of principal of or interest on such Subordinated Notes the Company has paid or will or would on the next Interest Payment Date be required to pay Additional Amounts and notwithstanding whether the payment of Additional Amounts is legal or not under French law (or the law of a Successor Entity or Successor Person jurisdiction), or (ii) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the payments of interest on any particular series of Subordinated Notes in computing its French (or, in the case of a Successor Person or Successor Entity, the relevant successor jurisdiction) taxation liabilities; PROVIDED, HOWEVER, in the case of a Successor Entity or any Successor Person to a Successor Entity, such redemption will only be permitted pursuant to Section 3.02(a)(ii) if such Successor Entity or such Successor Person would not be entitled to claim a deduction in respect of such interest payments as a result of a change in or amendment to the laws or regulations or rulings in the Successor Entity or Successor Person's Taxing Jurisdiction, including any treaty to which it is a party, or a change in an official application or interpretation of those laws or regulations or rulings, including a decision of any court or tribunal, which becomes effective on or after the date the Successor Entity assumes the Company's obligations, or the Successor Person assumes the Successor Entity's obligations; provided that the sole purpose of the assumption by such Successor Entity or any Successor Person to a Successor Entity of the obligations under the Indenture would not be to permit redemption of the Subordinated Notes. (b) The Company will not give a notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor Company would be obligated to pay such Additional Amounts were under Section 6.04. The Company will also pay to each Holder, or make available for payment to each Holder, of such Subordinated Notes on the redemption date, any Additional Amounts resulting from the payment of such redemption price. (c) Notwithstanding Section 3.02(a) above, any Successor Person to the Company will have the option to redeem any series of Subordinated Notes where the Company, or the Successor Person to the Company pursuant to a payment transaction in respect accordance with Section 8.01 of the Securities or the applicable Guarantee thereof then dueBase Indenture, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation required to pay Additional Amounts with respect upon or after any merger, conveyance, transfer or lease pursuant to Section 8.01 of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor Base Indenture. The Company or the Successor Person, as determined by Person is not required to use reasonable measures to avoid the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonable.obligation to pay

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, as The Securities may be redeemed at the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets option of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assumingCompany, in the case of the Guarantorswhole, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any timepart, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 to the Holders and 110445 days’ notice to the Trustee (unless, with respect to notice to the Trustee, a shorter period shall be satisfactory to the Trustee), at any time at a Redemption Price redemption price equal to 100% of the aggregate outstanding principal amount thereof of the Securities, plus accrued and unpaid interest due thereon up toto (but excluding) the Redemption Date if, but not includingas a result of any change in or amendment to the laws of the Republic (or of any political subdivision or taxing authority thereof or therein) or any regulations or rulings promulgated thereunder or any change in the official interpretation or official application of such laws, regulations or rulings, which change or amendment becomes effective on or after the Closing Date, the Company is or would be obligated on the next succeeding due date fixed for redemptiona payment with respect to the Securities to pay Additional Amounts (as described in Section 3.05) with respect to the Securities and such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that: that (1a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then dueAmounts, and (2b) at the time any such notice of redemption notice is given, such obligation to pay such Additional Amounts must remain remains in effect, and (c) if the date of such redemption falls prior to the final maturity date (November 13, 2008) of the Senior Secured Credit Facility, no such redemption notice may be given unless the Company obtains the waiver of the lenders required for such redemption pursuant to the terms of the Senior Secured Credit Facility. Additional amounts are payable (except as described in Section 3.05), if deduction or withholding in respect of payments of principal of, or interest or premium (if any) on, the Securities is required by law for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Republic or by or within any political subdivision thereof or any authority therein having power to tax. Prior to the publication or mailing giving of any notice of any such redemption of any Securities pursuant to this Sectionthe Securities, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or Company shall deliver to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion a certificate stating that the Company is entitled to effect such redemption and setting forth a statement of Counsel to the effect facts showing that the conditions precedent to the right of redemption have occurred, together with an opinion of counsel to the Issuer effect that such a change in, or amendment to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director the laws of the Republic (or an Authorized Officer stating that any political subdivision or taxing authority thereof or therein) or any regulations or rulings promulgated thereunder or any change in the obligation to pay Additional Amounts with respect official interpretation or official application of such Securities cannot be avoided by taking measures that the Issuerlaws, the applicable Guarantor regulations or the Successor Personrulings, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonablehas occurred.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, as provided in the result of (a) any change in or any amendment to the laws, regulations or published tax rulings Securities of any Relevant Jurisdictionseries, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities of any series may be redeemed in accordance with the terms of this Article 11 at the option of the Company if, as the result of any change in or any amendment to the laws or regulations of the Kingdom of Spain (including any treaty to which Spain is a party) or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change, amendment, application or interpretation becomes effective on or after the date of the applicable Prospectus Supplement relating to such series, either (i) it is determined by the Company or the Guarantor that in making payment under the Securities or the Guarantee, the Company or the Guarantor, as the case may be, would become obligated to pay Additional Amounts with respect thereto as a result of any taxes, levies, imposts or other governmental charges imposed (whether by way of withholding or deduction or otherwise) by or for the account of the Kingdom of Spain and which obligation cannot be avoided by the Company or the Guarantor taking measures available to it without unreasonable cost or expense, or (ii) the Guarantor is or would be required to deduct or withhold tax on any payment to the Company to enable the Company to make any payment of principal, premium or interest in respect of which such Additional Amounts would be so payable at any time, upon the Securities and the Guarantor cannot less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% avoid this obligation without unreasonable cost or expense (excluding the assumption of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, Company’s obligations under the date fixed for redemptionSecurities by the Guarantor or a Subsidiary of the Guarantor); provided, however, that: (1) provided that no such notice to the Trustee of the redemption may shall be given earlier than 60 days prior to the earliest date on which the Issuer Company or the applicable Guarantor Guarantor, as the case may be, would be obligated to deduct or withhold tax or pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any such Securities pursuant to this SectionSection 11.04, the Issuer, the applicable Guarantor or any Person with whom the Issuer Company or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Officer’s Certificate of the Guarantor stating that the Company or the Guarantor is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of the Company or the Guarantor to redeem such Securities pursuant to this Section have been satisfied and an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor Company or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor PersonGuarantor, as the case may be, believes in good faith are commercially reasonablehas or will become obliged to make such withholding or deduction or to pay such Additional Amounts as a result of such change or amendment.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified The Notes may be redeemed at the option of the Issuer, in whole, but not in part, upon not less than 30 days’ notice, at a redemption price equal to 100% of the principal amount thereof plus accrued but unpaid interest (if any) to the date fixed for redemption if (i) the Issuer or the Guarantor provides to the Fiscal Agent prior to the giving of such notice an opinion of counsel to the effect that as contemplated by Section 301 with respect to any series of Securities, if, as the a result of (a) any change in in, expiration of or any amendment to the laws, regulations laws of Canada or published tax rulings the Republic of any Relevant Jurisdiction, Korea (“Korea”) (or of any political subdivision or taxing authority thereof or therein, affecting taxation, ) or (b) any regulations or rulings promulgated thereunder or any change in the official administration, interpretation or official application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guaranteesrulings, which change change, amendment or amendment is proposed and expiration becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidationJune 16, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later)2016, the Issuer or the Guarantors Guarantor, as applicable, is or would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest obligated on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, due date for a payment in with respect of such interest was required to be made by the Guarantors under Notes or the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation Guarantee to pay Additional Amounts with respect to the Notes or the Guarantee pursuant to Condition 6 below, but only if such change, amendment or expiration affects tax withholding on interest in such jurisdiction generally and does not solely affect the Notes or the Guarantee and (ii) A-7 this obligation cannot be avoided by the use of commercially reasonable measures reasonably available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date fixed for redemption; provided, however, that: (1) that no such notice of redemption may shall be given earlier than 60 90 days prior to before the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof Notes then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities the Notes pursuant to this SectionCondition 4(a), the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel deliver to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a Fiscal Agent an officer’s certificate signed by a Director or an Authorized Officer stating that the obligation Issuer is entitled to pay Additional Amounts effect such redemption in accordance with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors terms and conditions of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableFiscal Agency Agreement and hereof.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect provided in the Senior Debt Securities of any series, the Company and, if applicable, the Guarantor will have the option to redeem the Senior Debt Securities of any series of Securities, ifseries, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (whole but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any timepart, upon on not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104notice, on any Interest Payment Date, at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued and but unpaid interest due thereon up tointerest, but not includingif any, in respect of such series of Senior Debt Securities to the date fixed for redemption; providedredemption (or, howeverin the case of Original Issue Discount Securities, thatthe accreted face amount thereof, together with accrued interest, if any), if, at any time, the Company (or, if applicable, the Guarantor) shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after a date included in the terms of such series of Senior Debt Securities pursuant to Section 3.01: (1a) no such notice of redemption may be given earlier than 60 days prior to in making payment under the earliest date Senior Debt Securities the Company (or, if applicable, the Guarantor) has or will or would on which the Issuer or the applicable Guarantor would be next Interest Payment Date become obligated to pay such Additional Amounts were Amounts; (b) the payment of interest on the next Interest Payment Date in respect of any of the Senior Debt Securities would be treated as “a payment distribution” within the meaning of Chapter 2 of Part 23 of the Corporation Tax A▇▇ ▇▇▇▇ of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or (c) on the next Interest Payment Date the Company (or, if applicable, the Guarantor) would not be entitled to claim a deduction in respect of the Securities payment of interest in computing its United Kingdom taxation liabilities (or the applicable Guarantee thereof then due, and (2) at the time any value of such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior deduction to the publication Company would be materially reduced). In any case where the Company (or, if applicable, the Guarantor) shall determine that as a result of any change in the official application or mailing interpretation of any laws or regulations it is entitled to redeem the Senior Debt Securities of any series, the Company (or, if applicable, the Guarantor) shall be required to deliver to the Trustee prior to the giving of any notice of any redemption (i) a written legal opinion of any independent United Kingdom counsel of recognized standing (selected by the Company) (or, if applicable, the Guarantor) in a form satisfactory to the Trustee confirming that the relevant change in the application or interpretation of such laws or regulations has occurred and that the Company (or, if applicable, the Guarantor) is entitled to exercise its right of redemption; or (ii) an Officer’s Certificate, evidencing compliance with such provisions and stating that it is entitled to redeem the Senior Debt Securities pursuant to this Section, the Issuer, terms of the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person Senior Debt Securities. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such transaction, a “Successor Person”), as counterparts shall together constitute but one and the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonablesame instrument.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with With respect to any each series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations laws of the United Kingdom or published tax rulings of any Relevant JurisdictionAustralia, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, an application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings laws either generally or in relation to the Securities or the Guaranteesany particular series of Securities, which change or amendment is proposed and to such laws becomes effective on or after the later of (x) the original issue date of specified for such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwiseseries pursuant to Section 301(7) or which change in official administration, application or interpretation shall not have been available is notified to the public prior to such original issue date Company or the date Guarantor on which or after such jurisdiction becomes a Relevant Jurisdiction (whichever date, it is later), determined by the Issuer Company or the Guarantors Guarantor that the Company or the Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 make payments of this Indenture or the terms of any Guarantee additional amounts (i) in respect of interest on the next succeeding Interest Payment Date (assuming, in pursuant to the case terms of the GuarantorsSecurities or the Guarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such interest was were required to be made by the Guarantors under the Guarantees thereof pursuant thereto on such Interest Payment Date and Date, or (ii) in respect of the Guarantors would be unable, for reasons outside their control, to procure payment by principal of any series of Original Issue Discount Securities at the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use date of commercially reasonable measures available such determination pursuant to the Issuer terms of the Securities or to the applicable GuarantorGuarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such principal were required to be made pursuant thereto on such date, in either case the case may be, Company or the Issuer Guarantor may, at its option, redeem all (but not less than all) such series of the Securities in respect of which such Additional Amounts would be so payable whole at any timetime (except in the case of a series of Securities that has a variable rate of interest, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to 100% 100 percent of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; provided, however, that: redemption (1) no such notice except in the case of redemption any series of Outstanding Original Issue Discount Securities which may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) redeemed at the time any Redemption Price specified by the terms of such redemption notice is given, such obligation to pay such Additional Amounts must remain in effectseries). Prior to the publication or mailing of any notice of any redemption of any such a series of Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer Company or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer Company or the Guarantor to redeem such series of Securities pursuant to this Section have occurred occurred. Such Opinion of Counsel shall be based on the laws and a certificate signed by a Director or an Authorized Officer stating that application and interpretation thereof in effect on the obligation to pay Additional Amounts with respect date of such Securities cannot be avoided by taking measures that opinion or to become effective on or before the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonable.next succeeding Interest Payment Date. ARTICLE TWELVE

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with With respect to any each series of Securities, if, as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings laws of any Relevant Jurisdictionthe United Kingdom, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, an application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings laws either generally or in relation to the Securities or the Guaranteesany particular series of Securities, which change or amendment is proposed and to such laws becomes effective on or after the later of (x) the original issue date of specified for such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwiseseries pursuant to Section 301(7) or which change in official administration, application or interpretation shall not have been available is notified to the public prior to such original issue date Company or the date Guarantor on which or after such jurisdiction becomes a Relevant Jurisdiction (whichever date, it is later), determined by the Issuer Company or the Guarantors Guarantor that the Company or the Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture make payments or the terms of any Guarantee additional amounts (i) in respect of interest on the next succeeding Interest Payment Date (assuming, in pursuant to the case terms of the GuarantorsGuarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such interest was were required to be made by the Guarantors under the Guarantees thereof pursuant thereto on such Interest Payment Date and Date, or (ii) in respect of the Guarantors would be unable, for reasons outside their control, to procure payment by principal of any series of Original Issue Discount Securities at the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use date of commercially reasonable measures available such determination pursuant to the Issuer or to terms of the applicable GuarantorGuarantees endorsed on the Securities of such series, as applicable, assuming a payment in respect of such principal were required to be made pursuant thereto on such date, in either case the case may be, Company or the Issuer Guarantor may, at its option, redeem all (but not less than all) such series of the Securities in respect of which such Additional Amounts would be so payable whole at any timetime (except in the case of a series of Securities that has a variable rate of interest, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to 100% 100 percent of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; provided, however, that: redemption (1) no such notice except in the case of redemption any series of Outstanding Original Issue Discount Securities which may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) redeemed at the time any Redemption Price specified by the terms of such redemption notice is given, such obligation to pay such Additional Amounts must remain in effectseries). Prior to the publication or mailing of any notice of any redemption of any such a series of Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer Company or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer Company or the Guarantor to redeem such series of Securities pursuant to this Section have occurred occurred. Such Opinion of Counsel shall be based on the laws and a certificate signed by a Director or an Authorized Officer stating that application and interpretation thereof in effect on the obligation to pay Additional Amounts with respect date of such Securities cannot be avoided by taking measures that opinion or to become effective on or before the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonable.next succeeding Interest Payment Date. ARTICLE TWELVE

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified provided as contemplated by Section 301 3.01 with respect to any series of SecuritiesSubordinated Debt Securities and subject always to Section 11.10 below, ifthe Subordinated Debt Securities are redeemable, as a whole but not in part, at the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets option of the Issuer or any Company and, if applicable, the Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104notice, on any Interest Payment Date, at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued and but unpaid interest due thereon up to(including any Deferred Amounts), but not includingif any, in respect of such series of Subordinated Debt Securities to the date fixed for redemption; providedredemption (or, howeverin the case of Original Issue Discount Securities, thatthe accreted face amount thereof, together with accrued interest, if any), if, at any time, the Company (or, if applicable, the Guarantor) shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) or any generally published pronouncement by any relevant tax authority which change, amendment or pronouncement becomes effective or applicable on or after a date included in the terms of such series of Subordinated Debt Securities pursuant to Section 3.01: (1a) no such notice in making payment under the Subordinated Debt Securities in respect of redemption may be given earlier than 60 days prior to principal or premium, if any, or interest, if any, the earliest date Company (or, if applicable, the Guarantor) has or will or would on which the Issuer or the applicable Guarantor would be next Interest Payment Date become obligated to pay such Additional Amounts were Amounts; (b) the payment of interest on the next Interest Payment Date in respect of any of the Subordinated Debt Securities would be treated as a payment “distribution” within the meaning of Section 1000 of the Corporation Tax A▇▇ ▇▇▇▇ of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); (c) on the next Interest Payment Date the Company (or, if applicable, the Guarantor) would not be entitled to claim a deduction in respect of the Securities payment of interest in computing its United Kingdom taxation liabilities (or the applicable Guarantee thereof then due, andvalue of such deduction to the Company would be materially reduced); or (2d) the Company (or, if applicable, the Guarantor) would not be entitled to have all or any part of any loss resulting from such deduction being taken into account in computing its taxation liabilities set against the profits of companies with which it is grouped for applicable UK tax purposes (whether under the group relief system current as at the date of this Indenture or any similar system or systems having like effect as may from time to time exist). In any such redemption notice case where the Company (or, if applicable, the Guarantor) shall determine that as a result of any change in the application or interpretation of any laws or regulations it is givenentitled to redeem the Subordinated Debt Securities of any series, such obligation the Company (or, if applicable, the Guarantor) shall be required to pay such Additional Amounts must remain in effect. Prior deliver to the publication or mailing Trustee prior to the giving of any notice of any redemption (i) a written legal opinion of any independent United Kingdom counsel of recognized standing (selected by the Company or, if applicable, the Guarantor), in a form satisfactory to the Trustee confirming that the relevant change in the application or interpretation of such laws or regulations has occurred and that the Company (or, if applicable, the Guarantor) is entitled to exercise its right of redemption or (ii) an Officer's Certificate, evidencing compliance with such provisions and stating that it is entitled to redeem the Subordinated Debt Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right terms of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableSubordinated Debt Securities.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, as provided in the result of (a) any change in or any amendment to the laws, regulations or published tax rulings Securities of any Relevant Jurisdictionseries, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities of any series may be redeemed in accordance with the terms of this Article 11 at the option of the Company if, as the result of any change in or any amendment to the laws and regulations of the Kingdom of Spain (including any treaty to which Spain is a party) or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change, amendment, application or interpretation becomes effective on or after the date of the applicable Prospectus Supplement relating to such series, either (i) it is determined by the Company or the Guarantor that in making payment under the Securities or the Guarantee, the Company or the Guarantor, as the case may be, would become obligated to pay Additional Amounts with respect thereto as a result of any taxes, levies, imposts or other governmental charges imposed (whether by way of withholding or deduction or otherwise) by or for the account of the Kingdom of Spain and which obligation cannot be avoided by the Company or the Guarantor taking measures available to it without unreasonable cost or expense, or (ii) the Guarantor is or would be required to deduct or withhold tax on any payment to the issuer to enable the issuer to make any payment of principal or interest in respect of which the Securities and such Additional Amounts would deduction or withholding cannot be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal avoided by the Guarantor taking measures available to 100% it without unreasonable cost or expense (excluding the assumption of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, Company’s obligations under the date fixed for redemptionSecurities by the Guarantor or a Subsidiary of the Guarantor); provided, however, that: (1) provided that no such notice to the Trustee of the redemption may shall be given earlier than 60 days prior to the earliest date on which the Issuer Company or the applicable Guarantor Guarantor, as the case may be, would be obligated to deduct or withhold or pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonable.Section

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified provided as contemplated by Section 301 3.01 with respect to any series of SecuritiesSubordinated Debt Securities and subject to Section 11.11 below, ifthe Subordinated Debt Securities of any series are redeemable, as a whole but not in part, at the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets option of the Issuer or any Guarantor, change in place of payment Company on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable 30 calendar days nor more than 60 calendar days’ notice, at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued and but unpaid interest due thereon up tointerest, but not includingif any, in respect of such series of Subordinated Debt Securities to the date fixed for redemption; provided, howeverif, thatat any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in an official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after a date included in the terms of such series of Subordinated Debt Securities pursuant to Section 3.01: (1a) no such notice in making payment under the Subordinated Debt Securities in respect of redemption may be given earlier than 60 days prior to principal or interest, if any, the earliest date Company has or will or would on which the Issuer or the applicable Guarantor would be next Interest Payment Date become obligated to pay such Additional Amounts were Amounts; (b) the payment of interest on the next Interest Payment Date in respect of any of the Subordinated Debt Securities would be treated as a payment “distribution” within the meaning of Section 1000 of the Corporation Tax ▇▇▇ ▇▇▇▇ of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or (c) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the Securities payment of interest in computing its United Kingdom taxation liabilities (or the applicable Guarantee thereof then duevalue of such deduction to the Company would be materially reduced), and (2) provided that in the Company’s opinion, the circumstance that entitles the Company to exercise the right of redemption set forth in this section was not reasonably foreseeable to the Company at the time Issue Date and provided that upon CRD IV taking effect in the United Kingdom, any such right of redemption notice is givenpursuant to this section shall only apply if, such obligation to pay such Additional Amounts must remain in effect. Prior when and to the publication extent not prohibited by CRD IV. In any case where the Company shall determine that as a result of any change in the application or mailing interpretation of any laws or regulations it is entitled to redeem the Subordinated Debt Securities of any series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of any redemption a written legal opinion of any Securities pursuant to this Section, independent United Kingdom counsel of recognized standing (selected by the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”Company), as the case may be, shall provide in a form satisfactory to the Trustee with an Opinion of Counsel to the effect confirming that the conditions precedent relevant change in the application or interpretation of such laws or regulations has occurred and that the Company is entitled to the exercise its right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableredemption.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, as the result of (a) any change in Securities of each series may be redeemed at the option of the Company, Braskem or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assumingsuccessor, in the case of the Guarantors, a payment whole but not in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer maypart, at its option, redeem all (but any time upon giving not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 five Business Days’ nor more than 60 days’ written notice as provided to the Holders (which notice shall be irrevocable) (except in Sections 1102 and 1104the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to 100% of the outstanding principal amount thereof thereof, plus accrued and unpaid interest due thereon up thereon, to, but not includingexcluding, the Redemption Date, only if (i) Braskem or any successor has or will become obligated to pay Additional Amounts with respect to the Guarantee (x) in excess of the Additional Amounts that Braskem or any successor would pay if payments in respect of the Guarantee were subject to deduction or withholding for Brazilian Taxes at a rate of (A) 15% generally in case of any taxes imposed by Brazil or (B) 25% in case of taxes imposed by Brazil on amounts paid to residents of countries that do not impose any income tax or which impose it at a maximum rate lower than 20% or where the laws of that country or location impose restrictions on the disclosure of (1) shareholding composition; (2) the ownership of the investment; or (3) the beneficial ownership of income paid to non-resident persons, pursuant to Law No. 9,779, dated January 19, 1999, as a result of any change in, or amendment to, the laws or regulations of Brazil (or the jurisdiction of any successor) or any political subdivision or governmental authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment occurs after the date fixed for redemptionof this Indenture (or date of succession) and (ii) such obligation cannot be avoided by Braskem or any successor taking reasonable measures available to it; provided, however, that: (1) no that for this purpose reasonable measures shall not include any change in Braskem’s or any successor’s jurisdiction of incorporation or organization or location of its principal executive office or registered office. No such notice of redemption may shall be given earlier than 60 days prior to the earliest date on which Braskem or any successor, as the Issuer or the applicable Guarantor case may be, would be obligated to pay such Additional Amounts were if a payment in respect of the Securities or the applicable Guarantee thereof were then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities pursuant to this Sectionthe preceding paragraph, the IssuerCompany, the applicable Guarantor Braskem or any Person with whom successor shall deliver to the Issuer Trustee an Officer’s Certificate to the effect that the obligation of the Braskem or any successor, as the applicable Guarantor has consolidated case may be, to pay Additional Amounts cannot be avoided by the Company, Braskem or mergedany successor taking reasonable measures available to it. The Company, Braskem or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”)successor, as the case may be, shall provide also deliver to the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor Braskem or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Personany successor, as the case may be, believes would be obligated to pay Additional Amounts due to the changes in good faith are commercially reasonabletax laws or regulations. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in Clauses (i) and (ii) of the preceding paragraph of this Section 11.08, in which event it shall be conclusive and binding on the Holders. The Company or Braskem may enter into an arrangement under which Braskem or a subsidiary of Braskem may, in lieu of redemption by the Company or Braskem, purchase for a purchase price equal to the full Redemption Price any Security to be redeemed pursuant to this Section 11.08.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with With respect to any each series of Securities, if, as the result of (a) any change in or any amendment to the lawslaws or treaties (including any rulings or regulations issued thereunder) of the jurisdiction of incorporation of the Company, regulations the Guarantor, or published tax rulings any successor thereto or , in the case of any Relevant Jurisdictionthe Company, substitute obligor therefor, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, an application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings laws either generally or in relation to the Securities or the Guaranteesany particular series of Securities, which change or amendment is proposed and to such laws or interpretation thereof becomes effective on or after the later of (x) the original issue date of such Securities series (or Guarantees in the case of a successor or (y) substitute person of the Company or the Guarantor, as applicable, the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwisesuch person assumed its obligations under Article 8 hereof) or which change in official administration, application or interpretation shall not have been available is notified to the public prior to such original issue date Company or the date Guarantor on which or after such jurisdiction becomes a Relevant Jurisdiction (whichever date, it is later), determined by the Issuer Company or the Guarantors Guarantor that the Company or the Guarantor would be required to pay any Additional Amounts pursuant to Section 1007 make payments of this Indenture or the terms of any Guarantee additional amounts (i) in respect of interest on the next succeeding Interest Payment Date (assuming, in pursuant to the case terms of the GuarantorsSecurities or the Guarantee endorsed on the Securities of such series, as applicable, assuming a payment in respect of such interest was were required to be made by the Guarantors under the Guarantees thereof pursuant thereto on such Interest Payment Date and Date, or (ii) in respect of the Guarantors would be unable, for reasons outside their control, to procure payment by principal of any series of Original Issue Discount Securities at the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use date of commercially reasonable measures available such determination pursuant to the Issuer terms of the Securities or to the applicable GuarantorGuarantee endorsed on the Securities of such series, as applicable, assuming a payment in respect of such principal were required to be made pursuant thereto on such date, in either case the case may be, Company or the Issuer Guarantor may, at its option, redeem all (but not less than all) such series of the Securities in respect of which such Additional Amounts would be so payable whole at any timetime (except in the case of a series of Securities that has a variable rate of interest, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to 100% 100 percent of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, to the date fixed for redemption; provided, however, that: redemption (1) no such notice except in the case of redemption any series of Outstanding Original Issue Discount Securities which may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) redeemed at the time any Redemption Price specified by the terms of such redemption notice is given, such obligation to pay such Additional Amounts must remain in effectseries). Prior to the publication or mailing of any notice of any redemption of any such a series of Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom the Issuer Company or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the conditions precedent to the right of the Issuer Company or the Guarantor to redeem such series of Securities pursuant to this Section have occurred occurred. Such Opinion of Counsel shall be based on the laws and a certificate signed by a Director or an Authorized Officer stating that application and interpretation thereof in effect on the obligation to pay Additional Amounts with respect date of such Securities cannot be avoided by taking measures that opinion or to become effective on or before the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonablenext succeeding Interest Payment Date.

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, if, If as the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, the Applicable Taxing Jurisdiction affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the any particular Securities or the GuaranteesGuarantee thereof, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) Securities, it is determined by the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of Issuer and the Guarantors that the Issuer or any Guarantor, change in place of payment on the Securities or Guarantees or otherwisea Guarantor (x) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Security or Guarantee thereof in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantorsa Guarantor, a payment in respect of such interest was required to be made by the Guarantors such Guarantor under the Guarantees its Guarantee thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the IssuerDate), and the (y) such obligation to pay Additional Amounts cannot be avoided by the use of commercially Issuer or such Guarantor taking reasonable measures available to it or such Guarantor (including by having payments with respect to Securities or Guarantees made by the Issuer or a Guarantor which would not be required to the applicable Guarantor, as the case may bepay any Additional Amounts), the Issuer may, at its option, redeem all (but not less than all) the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid interest (including additional interest and Additional Amounts, if any) to, but excluding, 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 the Issuer or such Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantee thereof, as the case may be, then due and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the mailing of any notice of redemption pursuant to this Section, the Issuer shall deliver to the Trustee (i) an Opinion of Counsel of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Issuer or a Guarantor would be required to pay Additional Amounts on the next payment in respect of such Securities, and (ii) an Officers’ Certificate to the effect that such obligation cannot be avoided by the Issuer or such Guarantor, taking reasonable measures available to it, and the Trustee shall be entitled to accept such opinion and Officers’ Certificate as sufficient evidence of the satisfaction of the condition precedent set out above in which event it shall be conclusive and binding on the Holders of such Securities. (1) the Issuer or any Guarantor shall have on any date (the “Succession Date”) consolidated with or merged into, or conveyed or transferred or leased all or substantially all of its properties and assets to, any Successor Person which is organized under the laws of any jurisdiction other than the jurisdiction in which the Issuer or such Guarantor is organized, (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction of organization, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular Securities or the Guarantees thereof, which change or amendment becomes effective on or after the Succession Date, such Successor Person would be required to pay any Additional Amounts pursuant to Section 801(3) hereof or the terms of any Security or the Guarantees thereof in respect of interest on any Securities on the next succeeding Interest Payment Date (assuming, in the case of a Successor Guarantor, that a payment in respect of such interest were required to be made by such Successor Guarantor under the Guarantee on such Interest Payment Date), and (3) such obligation cannot be avoided by the Successor Person taking reasonable measures available to it, the Issuer or such Successor Person may, at its option, redeem all (but not less than all) of the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections Section 1102 and 1104, at a Redemption Price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up (including additional interest) to, but not includingexcluding, the date fixed for redemptionredemption and Additional Amounts, if any; provided, however, that: that (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor a Successor Person would be obligated to pay such Additional Amounts were a payment in respect of the Securities or Guarantee thereof, as the applicable Guarantee thereof case may be, then due, and and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing of any notice of any redemption of any Securities to all Holders pursuant to this Section, the Issuer, the applicable Guarantor or any Successor Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or shall deliver to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”), as the case may be, shall provide the Trustee with (i) an Opinion of Counsel of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation Successor Person would be required to pay Additional Amounts with on the next payment in respect of such Securities Securities, and (ii) an Officers’ Certificate to the effect that such obligation cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor PersonPerson taking reasonable measures available to it, and the Trustee shall accept such opinion and Officers’ Certificate as determined by the Board of Directors sufficient evidence of the Issuer or satisfaction of the Successor Person, as condition precedent set out above in which event it shall be conclusive and binding on the case may be, believes in good faith are commercially reasonable.Holders of such Securities. LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Optional Redemption Due to Changes in Tax Treatment. Unless otherwise specified provided as contemplated by Section 301 3.01 with respect to any series of SecuritiesSubordinated Debt Securities and subject to Section 11.11 below, ifthe Subordinated Debt Securities of any series are redeemable, as a whole but not in part, at the result of (a) any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets option of the Issuer or any Guarantor, change in place of payment Company on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control, to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all (but not less than all) of the Securities in respect of which such Additional Amounts would be so payable 30 calendar days nor more than 60 calendar days’ notice, at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price redemption price equal to 100% of the outstanding principal amount thereof plus amount, together with accrued and but unpaid interest due thereon up tointerest, but not includingif any, in respect of such series of Subordinated Debt Securities to the date fixed for redemption, if, at any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in an official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after a date included in the terms of such series of Subordinated Debt Securities pursuant to Section 3.01: (a) in making payment under the Subordinated Debt Securities in respect of principal or interest, if any, the Company has or will or would on the next Interest Payment Date become obligated to pay Additional Amounts; (b) the payment of interest on the next Interest Payment Date in respect of any of the Subordinated Debt Securities would be treated as a “distribution” within the meaning of Section 1000 of the Corporation Tax ▇▇▇ ▇▇▇▇ of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or (c) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the payment of interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Company would be materially reduced), provided, however, that: (1) no such notice that upon CRD IV taking effect in the United Kingdom, any right of redemption may pursuant to this section shall only apply if, when and to the extent not prohibited by CRD IV and (in any such case), if in the Company’s opinion, the circumstance that entitles the Company to exercise the right of redemption set forth in this section was not reasonably foreseeable to the Company at the Issue Date. In any case where the Company shall determine that as a result of any change in the application or interpretation of any laws or regulations it is entitled to redeem the Subordinated Debt Securities of any series, the Company shall be given earlier than 60 days required to deliver to the Trustee prior to the earliest date on which the Issuer or the applicable Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. Prior to the publication or mailing giving of any notice of any redemption a written legal opinion of any Securities pursuant to this Section, independent United Kingdom counsel of recognized standing (selected by the Issuer, the applicable Guarantor or any Person with whom the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a “Successor Person”Company), as the case may be, shall provide in a form satisfactory to the Trustee with an Opinion of Counsel to the effect confirming that the conditions precedent relevant change in the application or interpretation of such laws or regulations has occurred and that the Company is entitled to the exercise its right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonableredemption.