Common use of Optional Tax Redemption Clause in Contracts

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

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

Optional Tax Redemption. (a) The Company Companies may, at the Company’s their or the Parent Guarantor’s option, redeem the Securities Notes in whole, whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the either Company or any Guarantor is incorporated, organized, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the a Company assigning its obligations under the Securities Notes to a Substitute CompanyCompany (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. . (b) Prior to the mailing of any notice of redemption pursuant to this SectionSection 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in of such Change in Tax Law. . (c) No notice of redemption pursuant to this Section 2.06 may be given earlier that than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities Notes were then due.

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

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Securities Notes in whole, whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities Notes to a Substitute CompanyCompany (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. . (b) Prior to the mailing of any notice of redemption pursuant to this SectionSection 2.06, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. . (c) No notice of redemption pursuant to this Section 2.06 may be given earlier that than ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities Notes were then due.

Optional Tax Redemption. (a) The Company may, at the Company’s 's or the Parent Guarantor’s 's option, redeem the Securities Notes in whole, whole but not in part, upon not less than thirty ten (3010) nor more than sixty (60) days’ ' prior noticenotice to Holders, at a redemption price equal to 100% of the principal amount of the Securities Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxtax (each, a "Relevant Taxing Jurisdiction"), or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date of the Prospectus Supplement (any such change or amendment, a “"Change in Tax Law”"), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities Notes to a Substitute CompanyCompany (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. . (b) Prior to the mailing delivery of any notice of redemption to Holders pursuant to this SectionSection 2.06, the Company or the relevant Guarantor will deliver to the Trustee Trustee, in accordance with Indenture Section 1102, notice of such tax redemption accompanied by an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in of such Change in Tax Law. . (c) No notice of redemption pursuant to this Section 2.06 may be given earlier that than ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities Notes were then due.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Securities Notes in whole, whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities Notes to a Substitute CompanyCompany (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. . (b) Prior to the mailing of any notice of redemption pursuant to this SectionSection 2.06, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. . (c) No notice of redemption pursuant to this Section 2.06 may be given earlier that than ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities Notes were then due.

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

Optional Tax Redemption. If any taxes, assessments or other governmental charges are imposed by any jurisdiction where the Company, a Subsidiary Guarantor or a successor of either (a “Payor”) is organized or otherwise considered by a taxing authority to be a resident for tax purposes, any jurisdiction from or through which the Payor makes a payment on the Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the Securities, the Payor will pay to each Holder of a Security, to the extent it may lawfully do so, such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to such Holder will be not less than the amount specified in such Security to which such Holder is entitled; provided, however, the Payor will not be required to make any payment of Additional Amounts for or on account of: (1) any tax, assessment or other governmental charge which would not have been imposed but for (A) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction other than solely by the holding of Securities or by the receipt of principal or interest in respect of the Securities (including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein) or (B) the presentation of a Security (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for and notice of the availability of the funds has been given, whichever occurs later (in either case (x) or (y), except to the extent that the Holder would have been entitled to Additional Amounts had the Security been presented during such 30-day period); (2) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Security to comply with a reasonable and timely request of the Payor addressed to the Holder to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of the above; nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest (including Additional Interest) on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner would not have been entitled to such Additional Amounts had it been the Holder of such Security. The Payor will provide the Trustee with the official acknowledgment of the Relevant Tax Authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the Securities or the Paying Agent, as applicable, upon request therefor. The Company mayand the Subsidiary Guarantors will pay any present or future stamp, at court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the Company’s execution, delivery or registration of the Securities or any other document or instrument referred to therein (other than a transfer of the Securities), or the Parent Guarantor’s optionreceipt of any payments with respect to the Securities, redeem excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the United States of America or Canada or any jurisdiction in which a paying agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Securities in wholeor any other such document or instrument following the occurrence of any Event of Default with respect to the Securities. The Payor will be entitled to redeem all, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior noticeall, at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, in or amendment to, to the laws, treaties, regulations or rulings of a jurisdiction in which the Company any Relevant Tax Jurisdiction or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 Relevant Tax Jurisdiction is a party (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), ) the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, Payor is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Securities as described under Section 5.9(a) of the Indenture and (ii) the Payor delivers to the Trustee an Officers’ Certificate stating that the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; provided, however, the Payor and that the Securities may not be redeemed Payor is entitled to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under redeem the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Sectiontheir terms. The Change in Tax Law must become effective on or after the Issue Date. Further, the Company or the relevant Guarantor will Payor must deliver to the Trustee at least 30 days before the redemption date an opinion of independent tax counsel of recognized standing to the effect that the Company Payor has or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result in of such Change in Tax Law. No The Payor must also provide the Holders with notice of the intended redemption pursuant to this Section may be given earlier that ninety (90) at least 30 days prior to and no more than 60 days before the earliest redemption date on which and shall comply with all provisions of Article V of the Company or Indenture. The redemption price will equal the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect principal amount of the Securities were plus accrued and unpaid interest thereon (including Additional Interest), if any to the redemption date, premium, if any, and Additional Amounts, if any, then duedue and which otherwise would be payable.

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

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Securities Notes in whole, whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities Notes to a Substitute CompanyCompany (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. . (b) Prior to the mailing of any notice of redemption pursuant to this SectionSection 2.06, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in of such Change in Tax Law. . (c) No notice of redemption pursuant to this Section 2.06 may be given earlier that than ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities Notes were then due.

Optional Tax Redemption. (a) The Company may, Securities of any series may be redeemed at the Company’s or option of the Parent Guarantor’s option, redeem the Securities Company in whole, whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, part at any time at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof plus accrued and unpaid interest on Interest to the principal amount being redeemed (and all Additional Amountsdate fixed for redemption, if any) to (but excluding) the Redemption Dateif, if (i) as a result of any change inin or amendment to the laws or any regulations or rulings promulgated thereunder of the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Company is incorporated or resident for tax purposes or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, the laws, treaties, regulations any treaty or rulings of a treaties affecting taxation to which such jurisdiction in which the Company (or any Guarantor is incorporated, organized, or otherwise tax resident or any such political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings taxing authority) is a party (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), which becomes effective on or after the date of issuance of such series of Securities, the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, is or would be required to pay Additional Amounts with respect to the Securities on the next succeeding Interest Payment Date and (ii) the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; provided, however, that the Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing giving of any notice of redemption of such Securities pursuant to this SectionIndenture, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect Officers’ Certificate, stating that the Company or is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the relevant Guarantor is conditions precedent to the right of the Company to redeem such Securities pursuant to this paragraph have been satisfied. (b) If, pursuant to Section 8.01, a Surviving Entity has been or would be obligated required to pay such any Additional Amounts Amounts, as therein provided, as a result in such consequence of any amalgamation, consolidation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax LawLaw occurring after the date of such amalgamation, consolidation, merger, conveyance, transfer or lease, the Securities of any series may be redeemed at the option of such Surviving Entity in whole, but not in part, at any time, at a redemption price equal to the principal amount thereof plus accrued Interest to the date fixed for redemption. No Prior to the giving of notice of redemption of such Securities pursuant to this Section may be given earlier that ninety (90) days prior Indenture, such Surviving Entity will deliver to the earliest date on which 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 Company or conditions precedent to the relevant Guarantor would be obligated right of such Person to pay Additional Amounts if a payment in respect of the redeem such Securities were then duepursuant to this paragraph have been satisfied.

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

Optional Tax Redemption. The Company may, may at the Company’s or the Parent Guarantor’s option, redeem the Securities in whole, but not in partits option at any time, upon giving not less than thirty (30) 30 nor more than sixty 60 days' notice to Holders, redeem all (60but not less than all) days’ prior noticeof the Notes then outstanding, at a redemption price equal to 100% of the aggregate outstanding principal amount thereof, together with any Additional Amounts then due and that will become due on the redemption date as a result of the Securities then outstanding plus redemption and accrued and unpaid interest on to the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Dateredemption date, if (i1) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction, or any change in the official application, administration or interpretation of such laws, treaties, regulations or rulings of a jurisdiction in which the relevant Tax Jurisdiction, the Company or the relevant Guarantor, as applicable, has or will become obligated to pay any Guarantor Additional Amounts on the Notes in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate of 4.9 percent ("Excess Additional Amounts"), (2) such change or amendment is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective announced on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guaranteethe relevant Tax Jurisdiction has changed since the date of the Indenture, the relevant Guarantordate on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction under the Indenture), (3) such obligation would be required have arisen absent a further issuance of the Notes pursuant to pay Additional Amounts the Indenture; and (ii4) and such obligation cannot be avoided by the Company or the relevant Guarantor Guarantor, as applicable, taking reasonable measures available to itit (including, without limitation, changing the jurisdiction from or through which payments are made); provided, however, that the Securities may not be redeemed to the extent no such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may shall be given earlier that ninety (90) than 60 days prior to the earliest date on which the Company or the relevant Guarantor Guarantor, as applicable, would be obliged to pay such Excess Additional Amounts. Prior to the giving of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee (1) an Officers' Certificate stating that the conditions precedent to the right of the Company to so redeem have occurred and that the obligation to pay Excess Additional Amounts cannot be avoided by the Company by taking commercially reasonable measures available to it, and (2) a written opinion of independent legal counsel of recognized standing in the relevant Tax Jurisdiction to the effect that the Company has become obligated to pay Excess Additional Amounts if as a payment result of a change or amendment described above. The foregoing provisions will apply mutatis mutandis to any successor Person to the Company after such successor Person becomes a party to this Indenture. Notices of redemption hereunder will be given in respect of accordance with the Securities were then dueprovisions set forth under Section 3.03 .

Optional Tax Redemption. The Company may, Securities may be redeemed at the Company’s or option of the Parent Guarantor’s optionIssuer, redeem the Securities in whole, but not in part, upon subject to prior confirmation of the FSA, if such confirmation is required under the Applicable Capital Adequacy Regulations, at any time, on giving not less than thirty (30) ten Business Days nor more than sixty (60) 60 days’ prior noticenotice of redemption to the Holders of the Securities to be redeemed and to the Trustee (which notice shall conform, as applicable, to the additional notice requirements set forth in the Indenture) at a redemption price equal to 100% of the principal amount Current Principal Amount of the Securities then outstanding plus on the date fixed for redemption together with any accrued and unpaid interest on the principal amount being redeemed (and all including Additional AmountsAmounts with respect thereto, if any) to (but excluding) the Redemption Date, date fixed for redemption if (i) the Issuer is or will be obliged to pay Additional Amounts with respect to the Securities or (ii) there is more than an insubstantial risk that, for Japanese corporate tax purposes, any portion of the interest payable on the Securities is not or will not be deductible from the Issuer’s taxable income or is or will be required to be deducted from the amount to be excluded from the Issuer’s taxable gross receipts, in each case of (i) and (ii) above, as a result of any change in, or amendment to, the laws, treaties, laws or regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident Japan or any political subdivision or any authority thereof or therein having power to tax, or any change in the interpretation, application or administration official interpretation of any such lawslaws or regulations, treaties, regulations which change or rulings (including a holding, judgment or order by a court of competent jurisdiction) which amendment becomes effective on or after the Original Issue Date (any such change or amendmentdate of the issuance of the Securities, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) provided such obligation cannot be avoided by the Company or Issuer through the relevant Guarantor taking of reasonable measures available to itthe Issuer; providedand provided further that, howeverin the case of (i) above, that the Securities may not be redeemed to the extent no such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may shall be given earlier that ninety (90) sooner than 90 days prior to the earliest date on which the Company or the relevant Guarantor Issuer would be obligated obliged to pay such Additional Amounts if were a payment then due in respect of the Securities were then duerelevant Securities.

Optional Tax Redemption. ​ The Company may, at the Company’s or the Parent Guarantor’s option, Issuers may redeem the Securities Notes in whole, but not in part, at any time upon giving not less than thirty (30) 10 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional AmountsAmounts (as defined in Section 4.13 of the Indenture), if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers determine in good faith that, as a result of: ​ (1) any change in, or amendment to, the laws, treaties, law or treaties (or any regulations or rulings promulgated thereunder) of a jurisdiction Relevant Taxing Jurisdiction (as defined in which Section 4.13 of the Company Indenture) affecting taxation; or ​ (2) any Guarantor is incorporated, organizedamendment to, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretation, an official application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdictionjurisdiction or a change in published administrative practice) which becomes effective on or after (each of the Original Issue Date foregoing in clauses (any such change or amendment1) and (2), a “Change in Tax Law”), ​ a Payor (as defined below) is, or on the Company ornext interest payment date in respect of the Notes would be, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts with respect of the Notes (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuers or another Guarantor who can make such payment without the obligation to pay Additional Amounts) and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; providedthe Payor (including, howeverfor the avoidance of doubt, that the Securities may not appointment of a new Paying Agent where this would be redeemed reasonable). Such Change in Tax Law must be announced and become effective on or after the Issue Date (or if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date). The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to the extent Indenture, with respect to a change or amendment occurring after the time such successor Person becomes a party to the Indenture. ​ Notice of redemption for taxation reasons will be published in accordance with the procedures described in Section 8. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 60 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts and (b) unless at the time such notice is ​ ​ ​ given, such obligation to pay such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantorremains in effect. Prior to the publication or mailing of any notice of redemption of Notes pursuant to this Sectionthe foregoing, the Company or the relevant Guarantor Issuers will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Company Payor has been or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result in such of a Change in Tax Law. No notice of redemption pursuant The Trustee shall be entitled to this Section may be given earlier that ninety (90) days prior to the earliest date rely on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect such Officer’s Certificate and opinion as sufficient evidence of the Securities were then due.satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders. ​

Optional Tax Redemption. The Company mayNotes will be redeemable, at the Company’s Issuer's or the Parent Guarantor’s 's option, redeem the Securities in whole, but not in part, upon giving not less than thirty (30) 30 nor more than sixty 60 days' notice to the Holders, with a copy to the Trustee (60which notice will be irrevocable) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued interest and unpaid interest on any Additional Amounts payable with respect thereto, only if the principal amount being redeemed Issuer or the Guarantor has or shall become obligated to pay Additional Amounts (and all Additional Amountsx) with respect to such Notes, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, or regulations of the Cayman Islands or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident Brazil or any political subdivision or any governmental authority thereof or therein having power to tax, or any change in the interpretation, application or administration official interpretation of any such laws, treatiestreaties or regulations, regulations or rulings (including a holdingy) with respect to the Guaranty, judgment or order by a court in excess of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities may not be redeemed Guarantor would pay if payments by it were subject to deduction or withholding at a rate of 15%, or 25% in the extent such Additional Amounts arise solely case of beneficiaries located in tax haven jurisdictions for purposes of Brazilian tax law, in each case determined without regard to any interest, fees, penalties or other similar additions to tax, as a result of any change in, or amendment to, the Company assigning its obligations under laws, treaties or regulations of the Securities Cayman Islands, Brazil or any political subdivision or governmental authority thereof or therein having power to a Substitute Companytax, unless or any change in the application or official interpretation of such assignment to a Substitute Company is undertaken as part laws, treaties or regulations, which change or amendment (either in clause (x) or (y)) occurs after the date of a plan issuance of merger by the Parent GuarantorNotes. Prior to the mailing of any No such notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) than 60 days prior to the earliest date on which the Company Issuer or the relevant Guarantor would be obligated to pay such Additional Amounts if a payment in respect of such Notes or the Guaranty were then due. Prior to the publication or mailing of any notice of redemption of the Notes as described above, the Issuer or the Guarantor shall deliver to the Trustee an opinion of an independent legal counsel of recognized standing stating that the Issuer or the Guarantor would be obligated to pay Additional Amounts if a payment due to the changes in respect tax laws, treaties or regulations or in the application or official interpretation thereof. The Trustee shall accept such opinion as sufficient evidence of the Securities were then duesatisfaction of the conditions precedent set forth above, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. The Subject to the satisfaction of the Solvency Condition and the pre-conditions described in ‎Section 3.13 and ‎Section 3.14 hereof, if a Tax Event shall occur the Company may, may at any time and at the Company’s or the Parent Guarantor’s option, option and in its sole discretion redeem the Securities Contingent Capital Notes, in whole, whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) Contingent Capital Notes together with any Accrued Interest to (but excluding) the Redemption Datedate of redemption. A “Tax Event” will be deemed to have occurred with respect to the Contingent Capital Notes if, if (i) at any time, the Company shall determine that, as a result of any change in, or amendment to, the laws, treaties, laws or regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident U.K. or any political subdivision or any authority thereof or therein having power to taxtax (including any treaty to which the U.K. or any political subdivision or any authority thereof or therein is a party), or any change in the interpretation, official application of such laws or administration of any such laws, treaties, regulations or rulings (including a holdingdecision of any court or tribunal or the application by any tax authority), judgment which change or order amendment becomes effective or applicable, or, in the case of a change in or amendment to law, where such change or amendment is enacted by a court U.K. Act of competent jurisdiction) which becomes effective Parliament or by a Statutory Instrument, if such U.K. Act of Parliament or Statutory Instrument is enacted, on or after the Original Issue Date Date: (any such change or amendment, a) in making a “Change payment under the Contingent Capital Notes in Tax Law”)respect of interest, the Company or, if a payment were then due under a Guarantee, has or will or would on the relevant Guarantor, would be required next Interest Payment Date become obligated to pay Additional Amounts and Amounts; (iib) a payment of interest on the next Interest Payment Date in respect of any of the Contingent Capital Notes would be treated as a “distribution” within the meaning of Section 1000 of the U.K. Corporation Tax Act 2010 (or any statutory modification or re-enactment thereof for the time being); (c) the Company would not be entitled to claim a deduction in respect of a payment of interest payable on the next Interest Payment Date in computing its U.K. taxation liabilities (or the value of such obligation deduction to the Company would be materially reduced); (d) as a result of the Contingent Capital Notes being in issue, the Company would not be able to have losses or deductions (including in respect of a payment of interest on the Contingent Capital Notes) set against the profits or gains, or profits or gains offset by losses or deductions, of companies with which it is or would otherwise be grouped for applicable U.K. tax purposes (whether under the group relief system current as at the date of issue of the Contingent Capital Notes or any similar system or systems having like effect as may exist from time to time); (e) a future write-down of the principal amount of the Contingent Capital Notes or conversion of the Contingent Capital Notes into ordinary shares would result in a U.K. tax liability, or income, profit or gain being treated for U.K. tax purposes as accruing, arising or being received; (f) the Contingent Capital Notes would no longer be treated as loan relationships for U.K. tax purposes; or (g) the Contingent Capital Notes or any part thereof would be treated as a derivative or an embedded derivative for U.K. tax purposes, in each case, the effect of which cannot be avoided by the Company or the relevant Guarantor taking reasonable measures steps available to it; provided, however, . In any case where the Company shall determine that the Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of a Tax Event, it is entitled to redeem the Company assigning its obligations under the Securities Contingent Capital Notes, it shall be required to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior deliver to the mailing Trustee prior to the giving of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an a written legal opinion of independent tax United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the effect Trustee confirming that the Company or Tax Event has occurred and the relevant Guarantor is or would effect of such Tax Event cannot be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which avoided by the Company or the relevant Guarantor would be obligated taking reasonable steps available to pay Additional Amounts if a payment in respect of the Securities were then dueit.

Optional Tax Redemption. (a) The Company mayNotes may be redeemed, at the Company’s or option of the Parent Guarantor’s optionIssuer, redeem the Securities in whole, as a whole but not in part, upon giving not less than thirty (30) days’ nor more than sixty (60) days’ prior noticenotice to the Holders (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest on the principal amount being redeemed (and all including any Additional Amounts), if any) , to (but excludingnot including) the Redemption DateDate if, if as a result of: (i) as a result of any change in, or amendment to, the laws, treaties, laws (or any regulations or rulings promulgated thereunder) of a jurisdiction in which the Company or Relevant Jurisdiction affecting taxation; or (ii) any Guarantor is incorporated, organizedchange in, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxamendment to, or in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings (including including, without limitation, a holding, judgment or order by a court of competent jurisdiction) jurisdiction or other Governmental Authority), which change or amendment becomes effective (1) with respect to the Issuer or any applicable Guarantor, on or after the Original Issue Date and (2) with respect to any such change successor of the Issuer or amendmentany applicable Guarantor, wherein any successor assumes the obligations of the Notes or any Note Guarantee, as the case may be, and this Indenture following a merger, consolidation or transfer, lease or conveyance of substantially all of the predecessor’s assets (each a “Change in Tax LawSurviving Person”), on or after the Company orday such Surviving Person becomes a Surviving Person, if a with respect to any payment were then due or to become due under a the Notes, this Indenture or any Note Guarantee, and the relevant Issuer or any applicable Guarantor, as the case may be, is, or on the next Interest Payment Date would be be, required to pay Additional Amounts with respect to taxes of Peru or Cyprus at a rate in excess of 30%, and (ii) such obligation requirement cannot be avoided by the Company Issuer or any applicable Guarantor, as the relevant Guarantor case may be, taking reasonable measures available to it; provided, however, provided that for the Securities may not be redeemed to avoidance of doubt changing the extent such Additional Amounts arise solely as a result jurisdiction of the Company assigning its obligations under Issuer or any applicable Guarantor is not a reasonable measure for the Securities to a Substitute Company, unless purposes of this Section 3.4; and provided further that no such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety than thirty (9030) days prior to the earliest date on which the Company Issuer or any applicable Guarantor, as the relevant Guarantor case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Securities Notes or such Note Guarantee were then due. (b) Prior to giving any notice of redemption of the Notes pursuant to the foregoing, the Issuer or any applicable Guarantor, as the case may be, will deliver to the Trustee: (i) an Officers’ Certificate stating that such change or amendment referred to in clause (a) of this Section 3.4 has occurred, and describing the facts related thereto and stating that such requirement cannot be avoided by the Issuer or any applicable Guarantor, as the case may be, taking reasonable measures available to it; and (ii) an Opinion of Counsel or an opinion of a tax consultant, each of recognized standing with respect to tax matters in the Relevant Jurisdiction, as the case may be, stating that the requirement to pay such Additional Amounts results from such change or amendment referred to in clause (a) of this Section 3.4. Such certificate and opinion shall constitute sufficient evidence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the Holders. The notice of redemption, once delivered to the Holders, will be irrevocable. (c) Any Notes that are redeemed will be cancelled.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Securities Notes in whole, whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities Notes to a Substitute CompanyCompany (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. . (b) Prior to the mailing of any notice of redemption pursuant to this SectionSection 2.05, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. . (c) No notice of redemption pursuant to this Section 2.05 may be given earlier that than ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities Notes were then due.

Optional Tax Redemption. The Company may, Notes may be redeemed at the option o the Company’s or the Parent Guarantor’s option, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice given as provided in the Indenture, at any time at a redemption price Redemption Price equal to 100% of the principal amount of the Securities then outstanding thereof plus accrued and unpaid interest on to the principal amount being redeemed (and all Additional Amountsdate fixed for redemption if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Company is resident for tax purposes or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, the laws, treaties, regulations any treaty or rulings of a treaties affecting taxation to which such jurisdiction in which the Company (or any Guarantor is incorporated, organized, or otherwise tax resident or any such political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings tax authority) is a party (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), which becomes effective on or after the date of the Indenture, the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, is or would be required on the next succeeding Interest Payment Date to pay Additional Amounts additional amounts with respect to the Notes as described under Section 10.1 of the Indenture and (ii) the payment of such obligation additional amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; provided, however, that the Securities Company. The Notes may not also be redeemed at the option of the Company, in whole but not in part, upon not less than 30 nor more than 60 days’ notice given as provided in the Indenture at any time at a Redemption Price equal to the extent such Additional Amounts arise solely as principal amount thereof plus accrued interest to the date fixed for redemption if the Person formed by a result consolidation or amalgamation of the Company assigning or into which the Company is merged or to which the Company conveys, transfers or leases its properties and assets substantially as an entirety, or that succeeds to all of the Company’s rights and obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by Notes and the Parent Guarantor. Prior to the mailing of any notice of redemption Indenture pursuant to this Sectionany scheme of arrangement or other transaction, the Company is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer, lease, scheme of arrangement or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor other transaction, is or would be obligated required on the next succeeding Interest Payment Date to pay such Additional Amounts additional amounts (as a result in such Change in Tax Law. No notice described under Section 10.1 of redemption pursuant to this Section may be given earlier that ninety (90the Indenture) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of any tax, assessment or governmental charge imposed on any Holder. The Company will also pay, or make available for payment, to Holders on the Securities were then dueredemption date any additional amounts (as described under “Payment of additional amounts” below) resulting from the payment of such Redemption Price.

Optional Tax Redemption. The Issuers or Successor Company may, at the Company’s or the Parent Guarantor’s option, may redeem the Securities any series of Notes in wholewhole as to such series, but not in part, at any time upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the relevant series of Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest interest, if any, including Additional Interest, if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers, Successor Company or Guarantor determines in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which the Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organizedchange in, or otherwise tax resident amendment to, an official position regarding the application, administration or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after of a Relevant Taxing Jurisdiction (each of the Original Issue Date foregoing in clauses (any such change or amendment1) and (2), a “Change in Tax Law”), the Issuers, Successor Company oror Guarantor are, if a or on the next interest payment were then due under a Guarantee, date in respect of the relevant Guarantorseries of Notes would be, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverSuccessor Company or Guarantor (including, that for the Securities may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent such Additional Amounts arise solely Notes). In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at October 5, 2006, such Change in Tax Law must become effective on or after October 5, 2006. In the Company assigning its obligations under case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after October 5, 2006, such Change in Tax Law must become effective on or after the Securities to date the jurisdiction becomes a Substitute CompanyRelevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the predecessor of the Successor Company. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such assignment notice of redemption will be given (a) earlier than 90 days prior to a Substitute Company the earliest date on which the Payor would be obliged to make such payment of Additional Amounts and (b) unless at the time such notice is undertaken as part of a plan of merger by the Parent Guarantorgiven, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of any series of Notes pursuant to this Sectionthe foregoing, the Company or the relevant Guarantor Issuers will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Company Issuers have been or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result in such of a Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Securities were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the holders of the Notes.

Optional Tax Redemption. (a) The Company may, Notes may be redeemed at the option of the Company’s or the Parent Guarantor’s option, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior 60 days notice, at any time at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof plus accrued and unpaid interest to the date fixed for redemption if after the date on which Section 2 of this Note becomes applicable (the principal amount being redeemed (and all Additional Amounts, if any"RELEVANT DATE") to (but excluding) the Redemption Date, if (i) as a result of there has occurred any change in, in or amendment toto the laws (or any regulations or official rulings promulgated thereunder) of the United Kingdom, the lawsNetherlands, treatiesthe Netherlands Antilles, regulations Bermuda or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident Cayman Islands (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in or amendment to the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction"CHANGE IN TAX LAW") which becomes effective on or after the Original Issue Date (any such change or amendmentRelevant Date, as a “Change in Tax Law”), result of which the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, is or would be so required on the next succeeding Interest Payment Date to pay Additional Amounts and (ii) such obligation cannot be avoided with respect to the Notes as described under Section 2 hereof with respect to withholding taxes imposed by the Company United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the relevant Guarantor taking reasonable measures available to it; Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that the Securities may (i) this paragraph shall not be redeemed apply to the extent such Additional Amounts arise solely as a result of that, at the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part Relevant Date it was known or would have been known had professional advice of a plan of merger by nationally recognized accounting firm in the Parent Guarantor. Prior United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the mailing of any Relevant Date, (ii) no such notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) than 90 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Securities were Notes then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company. (b) The Notes may also be redeemed, in whole but not in part, at any time at a redemption price equal to the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation, amalgamation, reorganization or reconstruction (or other similar arrangement) of the Company or the Person into which the Company is merged after the Relevant Date or to which the Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "SUBSEQUENT CONSOLIDATION") is required, as a consequence of such Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such Subsequent Consolidation to pay Additional Amounts with respect to Notes with respect to Withholding Tax as described under Section 2 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was or would have been imposed on the date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Company will also pay, or make available for payment, to Holders on the Redemption Date any Additional Amounts (as described, but subject to the exceptions referred to, in Section 2 hereof) resulting from the payment of such Redemption Price.

Optional Tax Redemption. The Company may(a) Unless otherwise established in accordance with Section 2.03, the Securities of any series may be redeemed at the Company’s or option of the Parent Guarantor’s optionIssuer, redeem the Securities in whole, but not in part, upon subject to prior confirmation of the FSA, if such confirmation is required under the Applicable Capital Adequacy Regulations, at any time, on giving not less than thirty (30) ten Business Days nor more than sixty (60) 60 days’ prior noticenotice of redemption to the Holders of the series to be redeemed and to the Trustee (which notice shall conform, as applicable, to the additional notice requirements set forth in Section 11.05) at a redemption price equal to 100% of the principal amount Current Principal Amount of the relevant series of Securities then outstanding plus on the date fixed for redemption together with any accrued and unpaid interest on the principal amount being redeemed (and all including Additional AmountsAmounts with respect thereto, if any) to (but excluding) the Redemption Date, date fixed for redemption if (i) the Issuer is or will be obliged to pay Additional Amounts with respect to the Securities of such series or (ii) there is more than an insubstantial risk that, for Japanese corporate tax purposes, any portion of the interest payable on the Securities of such series is not or will not be deductible from the Issuer’s taxable income or is or will be required to be deducted from the amount to be excluded from the Issuer’s taxable gross receipts, in each case of (i) and (ii) above, as a result of any change in, or amendment to, the laws, treaties, laws or regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident Japan or any political subdivision or any authority thereof or therein having power to tax, or any change in the interpretation, application or administration official interpretation of any such lawslaws or regulations, treaties, regulations which change or rulings (including a holding, judgment or order by a court of competent jurisdiction) which amendment becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), date of the Company or, if a payment were then due under a Guarantee, issuance of the relevant Guarantorseries of Securities, would be required to pay Additional Amounts and (ii) provided such obligation cannot be avoided by the Company or Issuer through the relevant Guarantor taking of reasonable measures available to itthe Issuer; providedand provided further that, howeverin the case of (i) above, that the Securities may not be redeemed to the extent no such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may shall be given earlier that ninety (90) sooner than 90 days prior to the earliest date on which the Company or the relevant Guarantor Issuer would be obligated obliged to pay such Additional Amounts if were a payment then due in respect of the Securities were then duerelevant Securities.

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

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Securities Notes in whole, whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities Notes to a Substitute CompanyCompany (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. . (b) Prior to the mailing of any notice of redemption pursuant to this SectionSection 2.05, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in of such Change in Tax Law. . (c) No notice of redemption pursuant to this Section 2.05 may be given earlier that than ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities Notes were then due.

Optional Tax Redemption. The Company may, Notes will be subject to redemption at the Company’s option of the Company or the Parent Guarantor’s optiona successor corporation at any time, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior ' notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued and unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of (x) Bermuda or any political subdivision or governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or amendment toits paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the lawsUnited States, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor a successor corporation is incorporated, organized, or otherwise tax resident or any political subdivision or any governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendmentMay 13, a “Change in Tax Law”)1998, the Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Notes (as described under Section 3.09 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, however, that the Securities may not Notes will be redeemed subject to redemption at the extent such Additional Amounts arise solely as a result option of the Company assigning its obligations under the Securities to at any time, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior redemption price equal to the mailing principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that into which the Company is merged or to which the relevant Guarantor Company conveys, transfers or leases its properties and assets substantially as an entirety is or would be obligated to pay such Additional Amounts required, as a result in consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law. No notice Law occurring after the date of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of the Securities were then dueany tax, assessment or governmental charge imposed on any Holder of Notes.

Optional Tax Redemption. The Company may, Notes may be redeemed at the option o the Company’s or the Parent Guarantor’s option, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice given as provided in the Indenture, at any time at a redemption price Redemption Price equal to 100% of the principal amount of the Securities then outstanding thereof plus accrued and unpaid interest on to the principal amount being redeemed (and all Additional Amountsdate fixed for redemption if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Company is resident for tax purposes or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, the laws, treaties, regulations any treaty or rulings of a treaties affecting taxation to which such jurisdiction in which the Company (or any Guarantor is incorporated, organized, or otherwise tax resident or any such political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings tax authority) is a party (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), which becomes effective on or after the date of the Indenture, the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, is or would be required on the next succeeding Interest Payment Date to pay Additional Amounts additional amounts with respect to the Notes as described under Section 10.1 of the Indenture and (ii) the payment of such obligation additional amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; provided, however, that the Securities Company. The Notes may not also be redeemed at the option of the Company, in whole but not in part, upon not less than 30 nor more than 60 days’ notice given as provided in the Indenture at any time at a Redemption Price equal to the extent such Additional Amounts arise solely as principal amount thereof plus accrued interest to the date fixed for redemption if the Person formed by a result consolidation or amalgamation of the Company assigning or into which the Company is merged or to which the Company conveys, transfers or leases its properties and assets substantially as an entirety, or that succeeds to all of the Company’s rights and obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by Notes and the Parent Guarantor. Prior to the mailing of any notice of redemption Indenture pursuant to this Sectionany scheme of arrangement or other transaction, the Company is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer, lease, scheme of arrangement or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor other transaction, is or would be obligated required on the next succeeding Interest Payment Date to pay such Additional Amounts additional amounts (as a result in such Change in Tax Law. No notice described under Section 10.1 of redemption pursuant to this Section may be given earlier that ninety (90the Indenture) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of any tax, assessment or governmental charge imposed on any Holder. The Company will also pay, or make available for payment, to Holders on the Securities were then dueredemption date any additional amounts (as described under “Payment of additional amounts” below) resulting from the payment of such redemption price.

Optional Tax Redemption. The Company may, Notes may be redeemed at the option of the Company’s or the Parent Guarantor’s option, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior 60 days notice, at any time at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof plus accrued and unpaid interest to the date fixed for redemption if after the date on which Section 2 of this Note becomes applicable (the principal amount being redeemed (and all Additional Amounts, if any"RELEVANT DATE") to (but excluding) the Redemption Date, if (i) as a result of there has occurred any change in, in or amendment toto the laws (or any regulations or official rulings promulgated thereunder) of the United Kingdom, the lawsNetherlands, treatiesthe Netherlands Antilles, regulations Bermuda or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident Cayman Islands (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in or amendment to the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction"CHANGE IN TAX LAW") which becomes effective on or after the Original Issue Date (any such change or amendmentRelevant Date, as a “Change in Tax Law”), result of which the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, is or would be so required on the next succeeding Interest Payment Date to pay Additional Amounts and (ii) such obligation cannot be avoided with respect to the Notes as described under Section 2 hereof with respect to withholding taxes imposed by the Company United Kingdom, the Netherlands, the ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ the Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the relevant Guarantor taking reasonable measures available to it; rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that the Securities may (i) this paragraph shall not be redeemed apply to the extent such Additional Amounts arise solely as a result of that, at the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part Relevant Date it was known or would have been known had professional advice of a plan of merger by nationally recognized accounting firm in the Parent Guarantor. Prior United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the mailing of any Relevant Date, (ii) no such notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) than 90 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Securities were Notes then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company. The Notes may also be redeemed, in whole but not in part, at any time at a redemption price equal to the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation, amalgamation, reorganization or reconstruction (or other similar arrangement) of the Company or the Person into which the Company is merged after the Relevant Date or to which the Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "SUBSEQUENT CONSOLIDATION") is required, as a consequence of such Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such Subsequent Consolidation to pay Additional Amounts with respect to Notes with respect to Withholding Tax as described under Section 2 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was or would have been imposed on the date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Company will also pay, or make available for payment, to Holders on the Redemption Date any Additional Amounts (as described, but subject to the exceptions referred to, in Section 2 hereof) resulting from the payment of such Redemption Price.

Optional Tax Redemption. The Issuers or Successor Company may, at the Company’s or the Parent Guarantor’s option, may redeem the Securities Notes of each series in whole, but not in part, at any time upon giving not less than thirty (30) 15 nor more than sixty (60) 60 days’ prior notice, notice to the Holders (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to, but excluding. the date fixed for redemption (subject to the right of holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Redemption Date, if (i) tax redemption date as a result of the redemption or otherwise, if any, if a Payor determines in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which the Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organizedchange in, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxamendment to, or in the interpretationintroduction of, application an official position regarding the application, administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after of a Relevant Taxing Jurisdiction (each of the Original Issue Date foregoing in clauses (any such change or amendment1) and (2), a “Change in Tax Law”), such Payor is, or on the Company ornext interest payment date in respect of the Notes would be, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverSuccessor Company or Guarantors (including, that for the Securities may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent Notes). In the case of redemption due to such obligation to pay Additional Amounts arise solely as a result of a Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at May 18, 2016, such Change in Tax Law must become effective on or after May 18, 2016. In the Company assigning its obligations under case of redemption due to such obligation to pay Additional Amounts as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after May 18, 2016, such Change in Tax Law must become effective on or after the Securities to date the jurisdiction becomes a Substitute CompanyRelevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the prior Relevant Taxing Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such assignment notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of Additional Amounts if a Substitute Company payment in respect of the Notes were then due and (b) unless at the time such notice is undertaken as part of a plan of merger by the Parent Guarantorgiven, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to this Sectionthe foregoing, the Issuers or Successor Company or the relevant Guarantor will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Company relevant Payor has been or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result in such of a Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Securities were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

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

Optional Tax Redemption. The Company may, Notes shall be subject to redemption at the Company’s option of the Company or the Parent Guarantor’s optiona successor corporation at any time, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior ' notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued and unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of (x) Bermuda or any political subdivision or governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or amendment toits paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the lawsUnited States, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor a successor corporation is incorporated, organized, or otherwise tax resident or any political subdivision or any governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendmentNovember 12, a “Change in Tax Law”)1999, the Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Notes (as described under Section 7 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, however, that the Securities may not Notes shall be redeemed subject to redemption at the extent such Additional Amounts arise solely as a result option of the Company assigning its obligations under the Securities to at any time, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior redemption price equal to the mailing principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that into which the Company is merged or to which the relevant Guarantor Company conveys, transfers or leases its properties and assets substantially as an entirety is or would be obligated to pay such Additional Amounts required, as a result in consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law. No notice Law occurring after the date of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of the Securities were then dueany tax, assessment or governmental charge imposed on any Holder of Notes.

Optional Tax Redemption. The Company may, Notes will be subject to redemption at the Company’s option of the Company or the Parent Guarantor’s optiona successor corporation at any time, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior ' notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued and unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of (x) Bermuda or any political subdivision or governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or amendment toits paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the lawsUnited States, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor a successor corporation is incorporated, organized, or otherwise tax resident or any political subdivision or any governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”)Date, the Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Notes (as described under Section 3.09 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, however, that the Securities may not Notes will be redeemed subject to redemption at the extent such Additional Amounts arise solely as a result option of the Company assigning its obligations under the Securities to at any time, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior redemption price equal to the mailing principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that into which the Company is merged or to which the relevant Guarantor Company conveys, transfers or leases its properties and assets substantially as an entirety is or would be obligated to pay such Additional Amounts required, as a result in consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law. No notice Law occurring after the date of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of the Securities were then dueany tax, assessment or governmental charge imposed on any Holder of Notes.

Optional Tax Redemption. The Company may, at the Company’s or the Parent Guarantor’s option, Issuer may redeem the Securities Notes, in whole, whole but not in part, at its discretion at any time upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice to the holders of the Notes (which notice will be irrevocable and given in accordance with the procedures described in Sections 3.02 and 3.03 hereof), at a redemption price equal to 100% of the outstanding principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest on interest, if any, to the principal amount being redeemed date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts, Amounts (if any) to (but excluding) then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise (subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or any Note Guarantee, the Issuer or the relevant Guarantor is or would be required to pay Additional Amounts (but, in the case of any Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor who can pay such amount, through the use of reasonable measures available to it, without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available to it (provided that changing the jurisdiction of the Issuer or any Guarantor is not a reasonable measure for purpose of this Section 3.08), and the requirement arises as a result of: (1) any change in, or amendment to, the laws, treaties, laws or treaties (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is publicly announced and becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction became a jurisdiction in which Tax Jurisdiction on a date after the Company or Issue Date, such later date); or (2) any Guarantor is incorporated, organizedchange in, or otherwise tax resident amendment to, the existing official position or any political subdivision the introduction of an official position regarding the application, administration or any authority thereof or therein having power to tax, or in the interpretation, application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) jurisdiction or a change in published practice), which change, amendment, application or interpretation is publicly announced and becomes effective on or after the Original Issue Date (any or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, such change or amendmentlater date), (each of the foregoing clauses (1) and (2), constitute a “Change in Tax Law”), . The Issuer will give any such notice of redemption not earlier than 60 days prior to the Company or, earliest date on which the Issuer or relevant Guarantor would be obligated to make such payment of Additional Amounts if a payment in respect of the Notes or any Note Guarantee were then due under a Guaranteedue. Notwithstanding the foregoing, no notice of redemption shall be given unless at the time such notice is given, the relevant Guarantor, would be required obligation to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantorremains in effect. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to this Sectionthe foregoing, the Company Issuer, the Guarantor, or the relevant Guarantor a successor to either, where applicable, will deliver to the Trustee (a) an opinion of independent tax counsel of recognized standing to the effect that the Company Issuer or the relevant Guarantor is has or would be will become obligated to pay such Additional Amounts as a result in such of a Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety Law and (90b) days prior an Officer’s Certificate to the earliest date on which effect that it is entitled to effect such redemption and setting forth a statement of facts showing that the Company conditions precedent to its right so to redeem have been satisfied and that the Issuer or the relevant Guarantor would be obligated cannot avoid its obligation to pay Additional Amounts if a payment in respect by the Issuer or relevant Guarantor taking reasonable measures available to it. The Trustee will accept such opinion and Officer’s Certificate as sufficient evidence of the Securities were then dueexistence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the holders of the Notes. The foregoing provisions will apply mutatis mutandis to any successor Person, after such successor ▇▇▇▇▇▇ becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture.

Optional Tax Redemption. The Issuers or Successor Company may, at the Company’s or the Parent Guarantor’s option, may redeem the Securities Notes in whole, but not in part, at any time upon giving not less than thirty (30) 15 nor more than sixty (60) 60 days’ prior notice, notice to the Holders (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to, but excluding. the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers, Successor Company or Guarantors determine in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which the Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organizedchange in, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxamendment to, or in the interpretationintroduction of, application an official position regarding the application, administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after of a Relevant Taxing Jurisdiction (each of the Original Issue Date foregoing in clauses (any such change or amendment1) and (2), a “Change in Tax Law”), the Issuers, Successor Company oror Guarantors are, if a or on the next interest payment were then due under a Guaranteedate in respect of the Notes would be, the relevant Guarantor, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverSuccessor Company or Guarantors (including, that for the Securities may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent such Additional Amounts arise solely Notes). In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at June 2, 2015, such Change in Tax Law must become effective on or after June 2, 2015. In the Company assigning its obligations under case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after June 2, 2015, such Change in Tax Law must become effective on or after the Securities to date the jurisdiction becomes a Substitute CompanyRelevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the prior Relevant Taxing Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such assignment notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of Additional Amounts if a Substitute Company payment in respect of the Notes were then due and (b) unless at the time such notice is undertaken as part of a plan of merger by the Parent Guarantorgiven, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to this Sectionthe foregoing, the Issuers or Successor Company or the relevant Guarantor will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Issuers Successor Company or the relevant Guarantor is Guarantors has or would be have been or will become obligated to pay such Additional Amounts as a result in such of a Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Securities were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. The Issuers or Successor Company may, at the Company’s or the Parent Guarantor’s option, may redeem the Securities any series of Notes in wholewhole as to such series, but not in part, at any time upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the relevant series of Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest interest, if any, including Additional Interest, if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers, Successor Company or Guarantor determines in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which the Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organizedchange in, or otherwise tax resident amendment to, an official position regarding the application, administration or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after of a Relevant Taxing Jurisdiction (each of the Original Issue Date foregoing in clauses (any such change or amendment1) and (2), a “Change in Tax Law”), the Issuers, Successor Company oror Guarantor are, if a or on the next interest payment were then due under a Guarantee, date in respect of the relevant Guarantorseries of Notes would be, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverSuccessor Company or Guarantor (including, that for the Securities may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent such Additional Amounts arise solely Notes). In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at October 5, 2006, such Change in Tax Law must become effective on or after October 5, 2006. In the Company assigning its obligations under case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after October 5, 2006, such Change in Tax Law must become effective on or after the Securities to date the jurisdiction becomes a Substitute CompanyRelevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the predecessor of the Successor Company. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such assignment notice of redemption will be given (a) earlier than 90 days prior to a Substitute Company the earliest date on which the Payor would be obliged to make such payment of Additional Amounts and (b) unless at the time such notice is undertaken as part of a plan of merger by the Parent Guarantorgiven, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of any series of Notes pursuant to this Sectionthe foregoing, the Company or the relevant Guarantor Issuers will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Company Issuers have been or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result in such of a Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Securities were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the holders of the Notes.

Optional Tax Redemption. The Issuers or Successor Company may, at the Company’s or the Parent Guarantor’s option, may redeem the Securities any series of Notes in wholewhole as to such series, but not in part, at any time upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the relevant series of Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest interest, if any, including Additional Interest, if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers, Successor Company or Guarantor determines in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which the Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organizedchange in, or otherwise tax resident amendment to, an official position regarding the application, administration or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after of a Relevant Taxing Jurisdiction (each of the Original Issue Date foregoing in clauses (any such change or amendment1) and (2), a “Change in Tax Law”), the Issuers, Successor Company oror Guarantor are, if a or on the next interest payment were then due under a Guarantee, date in respect of the relevant Guarantorseries of Notes would be, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverSuccessor Company or Guarantor (including, that for the Securities may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent such Additional Amounts arise solely Notes). In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at October 5, 2006, such Change in Tax Law must become effective on or after October 5, 2006. In the Company assigning its obligations under case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after October 5, 2006, such Change in Tax Law must become effective on or after the Securities to date the jurisdiction becomes a Substitute CompanyRelevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the predecessor of the Successor Company. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such assignment notice of redemption will be given (a) earlier than 90 days prior to a Substitute Company the earliest date on which the Payor would be obliged to make such payment of Additional Amounts and (b) unless at the time such notice is undertaken as part of a plan of merger by given, such obligation to pay such Additional Amounts and (b) unless at the Parent Guarantortime such notice is given, such obligation to pay such Additional amounts remains in effect. Prior to the publication or mailing of any notice of redemption of any series of Notes pursuant to this Sectionthe foregoing, the Company or the relevant Guarantor Issuers will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Company Issuers have been or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result in such of a Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Securities were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the holders of the Notes.

Optional Tax Redemption. (a) The Company mayNotes shall be redeemable, at the Company’s option of the Company or the Parent Guarantor’s optionany successor, redeem the Securities in whole, but not in part, upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice to the Holders (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Securities then outstanding Principal amount thereof, plus accrued and unpaid interest on the principal amount being redeemed (and all Additional AmountsInterest, if any) to (but excluding) the Redemption Date, and any Additional Amounts payable with respect thereto, if (i) the Company or any successor has or will become obligated to pay Additional Amounts reflecting a withholding tax rate in excess of 15% (determined without regard to any interest, fees, penalties or other additions to tax), as a result of any change in, or amendment to, the laws, treaties, laws or regulations of Brazil (or rulings the jurisdiction of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident successor) or any political subdivision or any governmental authority thereof or therein having power to tax, or any change in the interpretation, application or administration official interpretation of any such lawslaws or regulations, treaties, regulations which change or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or amendment occurs after the Original Issue Date date of this Indenture (any such change or amendmentor, for the jurisdiction of a “Change in Tax Law”successor, after the date of succession), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor any successor taking reasonable measures Reasonable Measures available to itit or any successor; provided, however, it being understood that for this purpose “Reasonable Measures” shall not include making any change in the Securities may not be redeemed to the extent such Additional Amounts arise solely as a result Company’s or any successor’s jurisdiction of incorporation or organization or location of the Company assigning its obligations under the Securities to a Substitute Company, unless ’s principal executive or registered office. No such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may shall be given earlier that ninety (90) than 60 days prior to the earliest date on which the Company or any successor, as the relevant Guarantor case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Securities such Notes were then due. (b) Prior to the publication or mailing of any notice of redemption pursuant to the preceding paragraph, the Company or any successor shall deliver to the Trustee an Officers’ Certificate to the effect that the obligation of the Company or any successor, as the case may be, to pay Additional Amounts cannot be avoided by the Company or any successor taking Reasonable Measures available to it. The Company or any successor, as the case may be, shall also deliver to the Trustee an Opinion of Counsel stating that the Company or any successor, as the case may be, would be obligated to pay Additional Amounts due to the changes in tax laws or regulations. The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set forth in clauses (i) and (ii) of the preceding paragraph of this Section 3.2(a), in which event it shall be conclusive and binding on the Holders.

Optional Tax Redemption. The Company maySecurities may also be redeemed, at the option of the Company’s or the Parent Guarantor’s option, redeem the Securities in whole, whole but not in part, at any time upon giving not less than thirty (30) 30 nor more than sixty 60 days' notice to the Holders (60) days’ prior noticewhich notice shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest on interest, if any, to the principal amount being redeemed date fixed by the Company for redemption (a "Tax Redemption Date") and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the lawslaws or treaties (or any regulations, treaties, regulations protocols or rulings promulgated thereunder) of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident United Kingdom (or any political subdivision or taxing authority of the United Kingdom) affecting taxation, which change or amendment becomes effective on or after the Issue Date, (ii) any authority thereof change in position regarding the application, administration or therein having power to tax, or in the interpretation, application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) ), which change, amendment, application or interpretation becomes effective on or after the Original Issue Date or (iii) the issuance of Definitive Securities due to (A) DTC being at any such change time unwilling or amendmentunable to continue as or ceasing to be a clearing agency registered under the Exchange Act, and a “Change in Tax Law”)successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Company within 90 days or (B) the Depositary being at any time unwilling or unable to continue as a Depositary and a successor Depositary is not able to be appointed by the Company within 90 days, the Company oris, if a or on the next interest payment were then due under a Guaranteedate would be, the relevant Guarantor, would be required to pay Additional Amounts Amounts, and (ii) the Company determines that such payment obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; providedmeasures. Notwithstanding the foregoing, however, that the Securities may not be redeemed to the extent no such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may shall be given earlier that ninety (90) than 90 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts make such payment or withholding if a payment in respect of the Securities were then due.. Prior to the publication or, where relevant, mailing of any notice of redemption of the Securities pursuant to the foregoing, the Company will deliver to the Trustee an opinion of a tax counsel reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as

Optional Tax Redemption. The (a) Subject to SECTION 2.06 of this Second Supplemental Indenture and Section 11.10 of the Base Indenture, the Company may, at any time, at the Company’s or the Parent Guarantor’s option, redeem the Securities Securities, in whole, whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus Outstanding, together with any accrued and but unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Datedate fixed for redemption, if (i) the Company determines that as a result of any a change in, or amendment to, the lawslaws or regulations of any Taxing Jurisdiction, treaties, regulations or rulings of a jurisdiction in including any treaty to which the Company or any Guarantor relevant Taxing Jurisdiction is incorporated, organizeda party, or otherwise tax resident a change in an official application of those laws or regulations on or after the Issue Date, including any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration decision of any such laws, treaties, regulations court or rulings (including a holding, judgment or order by a court of competent jurisdiction) tribunal which becomes effective on or after the Original Issue Date (any and, in the case of a successor entity, which becomes effective on or after the date of such change or amendment, a “Change in Tax Law”), successor entity’s assumption of the Company’s obligations): (i) the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, will or would be required to pay Additional Amounts and to Holders of the Securities; (ii) such obligation canthe Company would not be avoided entitled to claim a deduction in respect of any payment in respect of the Securities in computing the Company’s taxation liabilities (or the value of any such deduction would be reduced); or (iii) the Company would not, as a result of the Securities being in issue be able to have the 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 so 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); (each such change in tax law or regulation or the relevant Guarantor taking reasonable measures available to itofficial application thereof, a “Tax Event”); provided, however, that the Securities may only be redeemed pursuant to this SECTION 2.04 if, in the case of each Tax Event, the consequences of the Tax Event cannot be redeemed avoided by the Company’s taking reasonable measures available to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. . (b) Prior to the mailing delivery of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will shall deliver to the Trustee an opinion of independent tax counsel of recognized standing standing, chosen by the Company, in a form satisfactory to the effect Trustee, confirming that the Company or the relevant Guarantor is or would be obligated entitled to pay such Additional Amounts as a result in such Change in Tax Law. No notice exercise its right of redemption pursuant to under this Section may be given earlier that ninety SECTION 2.04. (90c) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment SECTIONS 2.04(a) and 2.04(b) of this Second Supplemental Indenture hereby amend and replace in respect their entirety Sections 11.09(a) and 11.09(b) of the Securities were then dueBase Indenture, respectively.

Optional Tax Redemption. The (1) If, as a result of any change in or amendment to the laws, regulations or published tax rulings of general applicability of Hong Kong, the People's Republic of China, the Cayman Islands or the United States (or of any taxing authority thereof or therein), which is proposed and becomes effective on or after the Issue Date, in making any payment due or to become due under the Securities or the Indenture, (a)(1) the Company mayis or would be required on the next succeeding Interest Payment Date to pay Additional Amounts and (2) each Guarantor is, or on the next succeeding Interest Payment Date would be, unable for reasons outside its control, to cause the Company to pay amounts due under the Securities, and with respect to any amount due under its Guarantee or the Indenture, each Guarantor is, or would be required on the next succeeding Interest Payment Date, to pay Additional Amounts and (b) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company or such Guarantor, as the case may be, the Securities may be redeemed at the Company’s or option of the Parent Guarantor’s option, redeem the Securities Company in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice' notice in accordance with the procedures set forth in this Indenture, at any time at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued and unpaid interest to the date of redemption. The Company or such Guarantor will also pay to Holders on the principal amount being redeemed date of redemption any Additional Amounts which are payable. (and all Additional Amounts, if any2) Prior to (but excluding) the Redemption Date, if (i) as a result publication of any change in, or amendment to, the laws, treaties, regulations or rulings notice of a jurisdiction redemption in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”accordance with Section 3.8(1), the Company orshall deliver to the Trustee (i) an Officers' Certificate stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), if a payment were then due under a Guarantee, describing the relevant Guarantor, would be required facts leading thereto and stating that the requirement to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor Guarantors, as the case may be, taking reasonable measures available to it; providedit and (ii) an Opinion of Counsel, however, that the Securities may not which counsel shall be redeemed reasonably acceptable to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute CompanyTrustee, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company has or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be will become obligated to pay Additional Amounts if on the next succeeding Interesting Payment Date as a payment in respect result of such change or amendment. Such notice, once delivered by the Securities were then dueCompany to the Trustee, will be irrevocable.

Optional Tax Redemption. The Company mayNotes will be redeemable, at the Company’s or the Parent Guarantor’s optionoption of Seven Seas, redeem the Securities in whole, but not in part, upon giving not less than thirty (30) 30 nor more than sixty 60 days' notice to the Holders (60) days’ prior noticewhich notice shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, premium, if any, plus accrued and unpaid interest on the principal amount being redeemed (interest, Liquidated Damages and all Additional Amounts, if any) , to (but excluding) the Redemption Datedate fixed for redemption, if (i) as a result of any change in, in or amendment to, to the laws, treaties, regulations or rulings of a Canada, the Cayman Islands, Colombia or any other jurisdiction in with which the Company Seven Seas or any Guarantor is incorporated, organized, has any connection (including any jurisdiction from or otherwise tax resident through which payments under the Notes or the Subsidiary Guarantees are made) or any political subdivision or any authority therein or thereof or therein having power to tax, (or of any political subdivision or taxing authority thereof or therein) or any change in official position regarding the interpretation, application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which that is proposed and becomes effective on or after the Original Issue Date (date of this Indenture, in making any such change payment due or amendment, a “Change in Tax Law”), the Company or, if a payment were then to become due under a Guaranteethe Notes or this Indenture, the relevant Guarantor, Seven Seas is or would be required on the next succeeding interest payment date to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor Seven Seas taking reasonable measures available to it; provided, however, that it (which shall not include the Securities may not be redeemed to the extent such Additional Amounts arise solely substitution of another Person as a result of the Company assigning its obligations obligor under the Securities to a Substitute Company, unless Notes). No such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver shall be given earlier than 90 days prior to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or earliest date on which Seven Seas would be obligated to pay such Additional Amounts as if a result payment in respect of such Change in Tax LawNotes were then due. No Prior to the publication or mailing of any notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior of the Notes as described above, Seven Seas must deliver to the earliest date on which Trustee an Officers' Certificate to the Company or the relevant Guarantor effect that Seven Seas' obligation to pay Additional Amounts cannot be avoided by Seven Seas taking reasonable measures available to it. Seven Seas will also deliver an opinion of an independent legal counsel of recognized standing stating that Seven Seas would be obligated to pay Additional Amounts if a payment due to the changes in respect laws, treaties, regulations or rulings. The Trustee will accept such certificate and opinion as sufficient evidence of the Securities were then duesatisfaction of the conditions precedent set forth in clauses (i) and (ii) above, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. The Company (a) Financeco or Solectron may, at the Company’s or the Parent Guarantor’s their option, redeem the Securities in whole, but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice to the Holders, at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amountsinterest, if any) to (, to, but excluding) , the Redemption Datedate of redemption if, if (i) as a result of of: (A) any change in, in or amendment to, to the laws, treaties, laws or treaties (or any regulations or rulings ruling promulgated thereunder) of a jurisdiction in which the Company or Relevant Jurisdiction affecting taxation; or (B) any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretation, existing official position regarding the application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment judgment, or order by a court of competent jurisdiction) ), which becomes effective change, amendment, application or interpretation is proposed or announced on or after the Original Issue Date (Date, with respect to any such change payment due or amendment, a “Change in Tax Law”), the Company or, if a payment were then to become due under a Guaranteethe Notes or this Indenture, Financeco or Solectron, as the relevant Guarantorcase may be, is or would be required on the next succeeding interest payment date to pay Additional Amounts on the Notes or the Guarantee and (ii) the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; providedFinanceco or Solectron, however, that the Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations including making payments directly by Solectron under the Securities to a Substitute Company, unless Guarantee. (b) No such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver shall be given earlier than 90 days prior to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company earliest date on which Financeco or the relevant Guarantor is or Solectron would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if were a payment in respect of the Securities were Notes or the Guarantee then due. (c) Prior to the publication of any notice of redemption pursuant to Sections 3.3 and 3.9(b), Financeco shall deliver to the Trustee (1) an opinion of tax counsel of recognized standing and expertise in the tax law of the applicable Relevant Jurisdiction, reasonably acceptable to the Trustee, to the effect that the circumstances set forth in Section 3.9(a) exist and (2) an Officers’ Certificate from Financeco stating that the payment of Additional Amounts cannot be avoided by the use of any reasonable measures available to Financeco or Solectron, including making payments directly by Solectron under the Guarantee. The notice, once delivered by Financeco to the Trustee, shall be irrevocable. (d) Any redemption of this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

Optional Tax Redemption. The Subject to the satisfaction of the Solvency Condition and the pre-conditions described in ‎Section 3.12 and ‎Section 3.13 hereof, if a Tax Event shall occur the Company may, may at any time and at the Company’s or the Parent Guarantor’s option, option and in its sole discretion redeem the Securities Contingent Capital Notes, in whole, whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) Contingent Capital Notes together with any Accrued Interest to (but excluding) the Redemption Datedate of redemption. A “Tax Event” will be deemed to have occurred with respect to the Contingent Capital Notes if, if (i) at any time, the Company shall determine that, as a result of any change in, or amendment to, the laws, treaties, laws or regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident U.K. or any political subdivision or any authority thereof or therein having power to taxtax (including any treaty to which the U.K. or any political subdivision or any authority thereof or therein is a party), or any change in the interpretation, official application of such laws or administration of any such laws, treaties, regulations or rulings (including a holdingdecision of any court or tribunal or the application by any tax authority), judgment which change or order amendment becomes effective or applicable, or, in the case of a change in or amendment to law, where such change or amendment is enacted by a court U.K. Act of competent jurisdiction) which becomes effective Parliament or by a Statutory Instrument, if such U.K. Act of Parliament or Statutory Instrument is enacted, on or after the Original Issue Date Date: (any such change or amendment, a) in making a “Change payment under the Contingent Capital Notes in Tax Law”)respect of interest, the Company or, if a payment were then due under a Guarantee, has or will or would on the relevant Guarantor, would be required next Interest Payment Date become obligated to pay Additional Amounts and Amounts; (iib) a payment of interest on the next Interest Payment Date in respect of any of the Contingent Capital Notes would be treated as a “distribution” within the meaning of Section 1000 of the U.K. Corporation Tax Act 2010 (or any statutory modification or re-enactment thereof for the time being); (c) the Company would not be entitled to claim a deduction in respect of a payment of interest payable on the next Interest Payment Date in computing its U.K. taxation liabilities (or the value of such obligation deduction to the Company would be materially reduced); (d) as a result of the Contingent Capital Notes being in issue, the Company would not be able to have losses or deductions (including in respect of a payment of interest on the Contingent Capital Notes) set against the profits or gains, or profits or gains offset by losses or deductions, of companies with which it is or would otherwise be grouped for applicable U.K. tax purposes (whether under the group relief system current as at the date of issue of the Contingent Capital Notes or any similar system or systems having like effect as may exist from time to time); (e) a future write-down of the principal amount of the Contingent Capital Notes or conversion of the Contingent Capital Notes into ordinary shares would result in a U.K. tax liability, or income, profit or gain being treated for U.K. tax purposes as accruing, arising or being received; (f) the Contingent Capital Notes would no longer be treated as loan relationships for U.K. tax purposes; or (g) the Contingent Capital Notes or any part thereof would be treated as a derivative or an embedded derivative for U.K. tax purposes, in each case, the effect of which cannot be avoided by the Company or the relevant Guarantor taking reasonable measures steps available to it; provided, however, . In any case where the Company shall determine that the Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of a Tax Event, it is entitled to redeem the Company assigning its obligations under the Securities Contingent Capital Notes, it shall be required to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior deliver to the mailing Trustee prior to the giving of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an a written legal opinion of independent tax United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the effect Trustee confirming that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities were then dueEvent has occurred.

Optional Tax Redemption. The Company mayThis Note may also be redeemed, at the Company’s or the Parent Guarantor’s option, redeem the Securities in whole, as a whole but not in part, at the election of the Issuer, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior notice60 days notice delivered to each Holder of Notes in accordance with the procedures set forth in the Indenture, at a redemption price the Redemption Price equal to 100% of the their principal amount of the Securities then outstanding amount, plus interest accrued and unpaid interest on to the principal amount being redeemed redemption date, if any (and all Additional Amountsincluding Special Interest, if any) to (but excluding) the Redemption Date), if (i) if, as a result of any amendment to, or change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company laws (or any Guarantor is incorporatedrules or regulations thereunder) of Luxembourg, organized, The Netherlands or otherwise tax resident Poland or any political subdivision or any taxing authority thereof or therein having power (or, in the case of Additional Amounts payable by a successor Person to taxthe Issuer or the Guarantor, of the jurisdiction in which such successor Person is organized or any political subdivision or taxing authority thereof or therein), or any amendment to or change in the interpretation, any official interpretation or application of such laws or administration of any such laws, treaties, rules or regulations or rulings any execution of or amendment to any treaty affecting taxation to which Luxembourg, The Netherlands or Poland (including or any political subdivision or taxing authority thereof or therein; or any other relevant jurisdiction or political subdivision or taxing authority) is a holdingparty, judgment which amendment or order by a court of competent jurisdiction) which becomes change or execution is effective on or after the Original Issue Date date of the Indenture (any or, in the case of Additional Amounts payable by a successor Person to the Issuer or the Guarantor, the date on which such change or amendment, a “Change in Tax Law”successor Person became such pursuant to applicable provisions of the Indenture), either the Company or, if a payment were then due under a Guarantee, Issuer with respect to the relevant Guarantor, would be required Notes or the Guarantor with respect to the Parent Guarantee or the Notes has become or will become obligated to pay Additional Amounts (as described above in Paragraph 3), or the Guarantor has become or will become obligated to pay similar Additional Amounts with respect to the Intercompany Receivables, on the next date on which any amount would be payable with respect to the Notes or the Intercompany Receivables, as the case may be, and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking use of reasonable measures available to itthe Issuer or the Guarantor as the case may be; provided, however, that the Securities (1) no such notice of redemption may not be redeemed given earlier than 90 days prior to the extent earliest date on which the Issuer or the Guarantor, as the case may be, would be obligated to pay such Additional Amounts arise solely as were a result payment in respect of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by Notes or the Parent GuarantorGuarantee then due, and (2) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior Immediately prior to the mailing of any notice of redemption pursuant to this Sectionparagraph, the Company or the relevant Guarantor will Issuer shall deliver to the Trustee an opinion a certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of independent tax counsel of recognized standing facts showing that the conditions precedent to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect right of the Securities were then dueIssuer so to redeem have occurred.

Optional Tax Redemption. The Company mayIssuer is entitled to redeem the Notes at its option, at the Company’s or the Parent Guarantor’s optionany time, redeem the Securities in whole, as a whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice as provided in the Indenture (which notice shall also be published or delivered in a manner as required by the applicable rules of any internationally recognized stock exchange on which the Notes are then listed to the noteholders (which notice will be irrevocable)), at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of Holders of record on the principal amount being redeemed (relevant Record Date to receive interest due on the relevant Interest Payment Date), and all Additional Amounts, if any, then due and which will become due on the redemption date if the Issuer determines and certifies to the Trustee (as described in clause (a) of the next paragraph) immediately prior to (but excluding) the Redemption Date, if (i) giving of such notice that as a result of any change in, or amendment toChange of Tax Law, the lawsIssuer or a Subsidiary Guarantor (as the case may be) has become or on the next interest payment date would become obligated, treatiesfor reasons outside its control and after taking reasonable measures available to it to avoid such obligation, regulations or rulings of a jurisdiction to pay Additional Amounts in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration respect of any note pursuant to the terms and conditions thereof; provided that the Issuer or a Subsidiary Guarantor (as the case may be) shall not be required to change the jurisdiction of its organization to avoid any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court obligation. The Change of competent jurisdiction) which becomes Tax Law must become effective on or after the Original Issue Date date of this Indenture (any such change or amendment, a “Change in Tax Law”), the Company or, if the applicable Relevant Jurisdiction became a payment were then due under Relevant Jurisdiction on a Guaranteedate after the date of this Indenture, such later date). Notwithstanding the relevant Guarantorforegoing, would be required to pay Additional Amounts and (ii) no such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given given: (a) earlier that ninety (90) than 60 days prior to the earliest date on which the Company Issuer or a Subsidiary Guarantor (as the relevant Guarantor case may be) would but for such redemption be obligated to pay such Additional Amounts; and (b) unless at the time such notice is given, the Issuer’s or a Subsidiary Guarantor’s (as the case may be) obligation to pay such Additional Amounts, remains in effect. Prior to the publication and mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee: (a) an Officer’s Certificate stating that such change, amendment, application or interpretation has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Issuer or a Subsidiary Guarantor (as the case may be), taking reasonable measures available to it; and (b) an Opinion of tax counsel, of recognized standing with respect to tax matters of the Relevant Jurisdiction, stating that the requirement to pay such Additional Amounts if results from such a payment in respect change, amendment, application or interpretation. The Trustee shall accept such certificate and opinion as conclusive evidence of the Securities were then duesatisfaction of the conditions precedent described above, and shall not be obligated to verify the accuracy or content thereof, in which event it shall be conclusive and binding on the Holders. Any Notes that are redeemed pursuant to this provision will be cancelled.

Optional Tax Redemption. The Company may, Notes shall be subject to redemption at the Company’s option of the Company or the Parent Guarantor’s optiona successor corporation at any time, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior ' notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued and unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of (x) Bermuda or any political subdivision or governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or amendment toits paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the lawsUnited States, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor a successor corporation is incorporated, organized, or otherwise tax resident or any political subdivision or any governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendmentJanuary 23, a “Change in Tax Law”)2001, the Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Notes (as described under Section 7 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, however, that the Securities may not Notes shall be redeemed subject to redemption at the extent such Additional Amounts arise solely as a result option of the Company assigning its obligations under the Securities to at any time, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior redemption price equal to the mailing principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that into which the Company is merged or to which the relevant Guarantor Company conveys, transfers or leases its properties and assets substantially as an entirety is or would be obligated to pay such Additional Amounts required, as a result in consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law. No notice Law occurring after the date of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of the Securities were then dueany tax, assessment or governmental charge imposed on any Holder of Notes.

Optional Tax Redemption. The Company may, Notes shall be subject to redemption at the Company’s option of the Company or the Parent Guarantor’s optiona successor corporation at any time, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior ' notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued and unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of (x) Bermuda or any political subdivision or governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or amendment toits paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the lawsUnited States, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor a successor corporation is incorporated, organized, or otherwise tax resident or any political subdivision or any governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”)Date, the Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Notes (as described under Section 7 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, however, that the Securities may not Notes shall be redeemed subject to redemption at the extent such Additional Amounts arise solely as a result option of the Company assigning its obligations under the Securities to at any time, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior redemption price equal to the mailing principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that into which the Company is merged or to which the relevant Guarantor Company conveys, transfers or leases its properties and assets substantially as an entirety is or would be obligated to pay such Additional Amounts required, as a result in consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law. No notice Law occurring after the date of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of the Securities were then dueany tax, assessment or governmental charge imposed on any Holder of Notes.

Optional Tax Redemption. The Company may, Notes will be subject to redemption at the Company’s option of the Company or the Parent Guarantor’s optiona successor corporation at any time, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior ' notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued and unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of (x) Bermuda or any political subdivision or governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or amendment toits paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the lawsUnited States, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor a successor corporation is incorporated, organized, or otherwise tax resident or any political subdivision or any governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”)date of the Offering Memorandum, the Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Notes (as described under Section 3.9 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, however, that the Securities may not Notes will be redeemed subject to redemption at the extent such Additional Amounts arise solely as a result option of the Company assigning its obligations under the Securities to at any time, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior redemption price equal to the mailing principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that into which the Company is merged or to which the relevant Guarantor Company conveys, transfers or leases its properties and assets substantially as an entirety is or would be obligated to pay such Additional Amounts required, as a result in consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law. No notice Law occurring after the date of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of any tax, assessment or governmental charge imposed on any Holder of the Securities were then dueNotes.

Optional Tax Redemption. The Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Senior Debt Securities, the Company may, at will have the Company’s or the Parent Guarantor’s option, option to redeem the Senior Debt Securities of any series in whole, whole as contemplated by Error! Reference source not found. but not in part, upon on not less than thirty (30) 5 business days nor more than sixty (60) 60 calendar days’ prior notice, on any Interest Payment Date, at a redemption price equal to 100% of the principal amount amount, together with accrued but unpaid interest, if any, in respect of such series of Senior 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 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 on or after a date included in the terms of such series of Senior Debt Securities then outstanding plus accrued and unpaid pursuant to Error! Reference source not found.: (a) in making any payment under the Senior 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) payment of interest on the principal amount being redeemed next Interest Payment Date in respect of any of the Senior Debt Securities would be treated as a “distribution” within the meaning of Section 1000 of the Corporation Tax ▇▇▇ ▇▇▇▇ of the United Kingdom (and all Additional Amounts, if anyor 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 such payment of interest in computing its United Kingdom taxation liabilities (but excluding) or the Redemption Date, if (i) value of such deduction to the Company would be materially reduced). In any case where the Company shall determine that as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, official application or administration interpretation of any such laws, treaties, laws or regulations or rulings (including a holding, judgment or order by a court it is entitled to redeem the Senior Debt Securities of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”)series, the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would shall be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities may not be redeemed deliver to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior Trustee prior to the mailing giving of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an a written legal opinion of independent tax United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory to the effect Trustee confirming that the relevant change in the official application or interpretation of such laws or regulations has occurred and that the Company or the relevant Guarantor is or would be obligated entitled to pay such Additional Amounts as a result in such Change in Tax Law. No notice exercise its right of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities were then dueredemption.

Optional Tax Redemption. The Company may, Notes may be redeemed at the option of the Company’s or the Parent Guarantor’s option, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior 60 days notice, at any time at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof plus accrued and unpaid interest to the date fixed for redemption if after the date on which Section 3 of this Note becomes applicable (the principal amount being redeemed (and all Additional Amounts, if any"RELEVANT DATE") to (but excluding) the Redemption Date, if (i) as a result of there has occurred any change in, in or amendment toto the laws (or any regulations or official rulings promulgated thereunder) of the United Kingdom, the lawsNetherlands, treatiesthe Netherlands Antilles, regulations Bermuda or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident Cayman Islands (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in or amendment to the interpretation, official application or administration interpretation of any such laws, treaties, regulations regulation or rulings (including a holding, judgment or order by a court of competent jurisdiction"CHANGE IN TAX LAW") which becomes effective on or after the Original Issue Date (any such change or amendmentRelevant Date, as a “Change in Tax Law”), result of which the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, is or would be so required on the next succeeding Interest Payment Date to pay Additional Amounts and (ii) such obligation cannot be avoided with respect to the Notes as described under Section 3 hereof with respect to withholding taxes imposed by the Company United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the relevant Guarantor taking reasonable measures available to it; Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that the Securities may (i) this paragraph shall not be redeemed apply to the extent such Additional Amounts arise solely as a result of that, at the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part Relevant Date it was known or would have been known had professional advice of a plan of merger by nationally recognized accounting firm in the Parent Guarantor. Prior United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the mailing of any Relevant Date, (ii) no such notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) than 90 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Securities were Notes then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company. The Notes may also be redeemed, in whole but not in part, at any time at a redemption price equal to the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation, amalgamation, reorganization or reconstruction (or other similar arrangement) of the Company or the Person into which the Company is merged after the Relevant Date or to which the Company conveys, transfers or leases its properties and assets after the Relevant The Company will also pay, or make available for payment, to Holders on the Redemption Date any Additional Amounts (as described, but subject to the exceptions referred to, in Section 3 hereof) resulting from the payment of such Redemption Price.

Optional Tax Redemption. The Company may, at the Company’s or the Parent Guarantor’s option, Issuers may redeem the Securities Notes in whole, but not in part, at any time upon giving not less than thirty (30) 10 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional AmountsAmounts (as defined in Section 4.13 of the Indenture), if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers determine in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law or treaties (or any regulations or rulings promulgated thereunder) of a jurisdiction Relevant Taxing Jurisdiction (as defined in which Section 4.13 of the Company or Indenture) affecting taxation; or (2) any Guarantor is incorporated, organizedamendment to, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretation, an official application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdictionjurisdiction or a change in published administrative practice) which becomes effective on or after (each of the Original Issue Date foregoing in clauses (any such change or amendment1) and (2), a “Change in Tax Law”), a Payor (as defined below) is, or on the Company ornext interest payment date in respect of the Notes would be, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts with respect of the Notes (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuers or another Guarantor who can make such payment without the obligation to pay Additional Amounts) and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; providedthe Payor (including, howeverfor the avoidance of doubt, that the Securities may not appointment of a new Paying Agent where this would be redeemed reasonable). Such Change in Tax Law must be announced and become effective on or after the Issue Date (or if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date). The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to the extent Indenture, with respect to a change or amendment occurring after the time such successor Person becomes a party to the Indenture. Notice of redemption for taxation reasons will be published in accordance with the procedures described in Section 8. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 60 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantorremains in effect. Prior to the publication or mailing of any notice of redemption of Notes pursuant to this Sectionthe foregoing, the Company or the relevant Guarantor Issuers will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Company Payor has been or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result in such of a Change in Tax Law. No notice of redemption pursuant The Trustee shall be entitled to this Section may be given earlier that ninety (90) days prior to the earliest date rely on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect such Officer’s Certificate and opinion as sufficient evidence of the Securities were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. If any taxes, assessments or other governmental charges are imposed by any jurisdiction where the Company, a Subsidiary Guarantor or a successor of either (a “Payor”) is organized or otherwise considered by a taxing authority to be a resident for tax purposes, any jurisdiction from or through which the Payor makes a payment on the Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the Securities, the Payor will pay to each Holder of a Security, to the extent it may lawfully do so, such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to such Holder will be not less than the amount specified in such Security to which such Holder is entitled; provided, however, the Payor will not be required to make any payment of Additional Amounts for or on account of: (1) any tax, assessment or other governmental charge which would not have been imposed but for (A) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction other than solely by the holding of Securities or by the receipt of principal or interest in respect of the Securities (including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein) or (B) the presentation of a Security (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for and notice of the availability of the funds has been given, whichever occurs later (in either case (x) or (y), except to the extent that the Holder would have been entitled to Additional Amounts had the Security been presented during such 30-day period); (2) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Security to comply with a reasonable and timely request of the Payor addressed to the Holder to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of the above; nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest (including Additional Interest) on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner would not have been entitled to such Additional Amounts had it been the Holder of such Security. The Payor will provide the Trustee with the official acknowledgment of the Relevant Tax Authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the Securities or the Paying Agent, as applicable, upon request therefor. The Company mayand the Subsidiary Guarantors will pay any present or future stamp, at court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the Company’s execution, delivery or registration of the Securities or any other document or instrument referred to therein (other than a transfer of the Securities), or the Parent Guarantor’s optionreceipt of any payments with respect to the Securities, redeem excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the United States of America or Canada any jurisdiction in which a paying agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Securities or any other such document or instrument following the occurrence of any Event of Default with respect to the Securities. All references in wholethe Indenture to principal of, premium, if any, and interest on the Securities will include any Additional Interest and any Additional Amounts payable by the Payor in respect of such principal, such premium, if any, and such interest. The Payor will be entitled to redeem all, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior noticeall, at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, in or amendment to, to the laws, treaties, regulations or rulings of a jurisdiction in which the Company any Relevant Tax Jurisdiction or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 Relevant Tax Jurisdiction is a party (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), ) the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, Payor is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Securities as described under Section 5.9(a) of the Indenture and (ii) the Payor delivers to the Trustee an Officers’ Certificate stating that the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; provided, however, the Payor and that the Securities may not be redeemed Payor is entitled to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under redeem the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Sectiontheir terms. The Change in Tax Law must become effective on or after the Issue Date. Further, the Company or the relevant Guarantor will Payor must deliver to the Trustee at least 30 days before the redemption date an opinion of independent tax counsel of recognized standing to the effect that the Company Payor has or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result in of such Change in Tax Law. No The Payor must also provide the Holders with notice of the intended redemption pursuant to this Section may be given earlier that ninety (90) at least 30 days prior to and no more than 60 days before the earliest redemption date on which and shall comply with all provisions of Article V of the Company or Indenture. The redemption price will equal the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect principal amount of the Securities were plus accrued and unpaid interest thereon (including Additional Interest), if any to the redemption date, premium, if any, and Additional Amounts, if any, then duedue and which otherwise would be payable.

Optional Tax Redemption. The Company may, Securities shall be subject to redemption at the Company’s option of the Company or the Parent Guarantor’s optiona successor corporation at any time, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior ' notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued and unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of (x) Bermuda or any political subdivision or governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Securities is made by the Company or a successor corporation, or amendment toits paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the lawsUnited States, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor a successor corporation is incorporated, organized, or otherwise tax resident or any political subdivision or any governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, 104 regulations or rulings 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 (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment____________, a “Change in Tax Law”)____, the Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Securities (as described under Section 7 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, however, that the Securities may not shall be redeemed subject to redemption at the extent such Additional Amounts arise solely as a result option of the Company assigning its obligations under the Securities to at any time, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior redemption price equal to the mailing principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that into which the Company is merged or to which the relevant Guarantor Company conveys, transfers or leases its properties and assets substantially as an entirety is or would be obligated to pay such Additional Amounts required, as a result in consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law. No notice Law occurring after the date of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of the Securities were then dueany tax, assessment or governmental charge imposed on any Holder of Securities.

Optional Tax Redemption. The Company may, at the Company’s or the Parent Guarantor’s option, Issuer may redeem the Securities Notes in whole, but not in part, at any time upon giving not less than thirty (30) 10 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional AmountsAmounts (as defined in Section 4.13 of the Indenture), if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuer determines in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law or treaties (or any regulations or rulings promulgated thereunder) of a jurisdiction Relevant Taxing Jurisdiction (as defined in which Section 4.13 of the Company or Indenture) affecting taxation; or (2) any Guarantor is incorporated, organizedamendment to, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretation, an official application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdictionjurisdiction or a change in published administrative practice) which becomes effective on or after (each of the Original Issue Date foregoing in clauses (any such change or amendment1) and (2), a “Change in Tax Law”), a Payor (as defined below) is, or on the Company ornext interest payment date in respect of the Notes would be, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts with respect of the Notes (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor who can make such payment without the obligation to pay Additional Amounts) and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; providedthe Payor (including, howeverfor the avoidance of doubt, that the Securities may not appointment of a new Paying Agent where this would be redeemed reasonable). Such Change in Tax Law must be announced and become effective on or after the Issue Date (or if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date). The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to the extent Indenture, with respect to a change or amendment occurring after the time such successor Person becomes a party to the Indenture. Notice of redemption for taxation reasons will be published in accordance with the procedures described in Section 8. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 60 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantorremains in effect. Prior to the publication or mailing of any notice of redemption of Notes pursuant to this Sectionthe foregoing, the Company or the relevant Guarantor Issuer will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Company Payor has been or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result in such of a Change in Tax Law. No notice of redemption pursuant The Trustee shall be entitled to this Section may be given earlier that ninety (90) days prior to the earliest date rely on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect such Officer’s Certificate and opinion as sufficient evidence of the Securities were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. The Company may, new notes may be redeemed at the Company’s or the Parent Guarantor’s optionelection, redeem the Securities in as a whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior noticeby the giving of notice as provided in the indenture, at a redemption price equal to 100% the outstanding principal amount thereof, together with any Additional Amounts then due and that will become due on the Redemption Date as a result of the principal amount of the Securities then outstanding plus redemption or otherwise and accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i1) as a result of any change in, or amendment to, the lawslaws (or any regulations promulgated thereunder) of the relevant Tax Jurisdiction, treatiesor any change in the official application, administration or interpretation of such laws or regulations or rulings of a jurisdiction in which the relevant Tax Jurisdiction, the Company has or will become obligated to pay on the next interest payment date any Guarantor Additional Amounts on the new notes in excess of the Additional Amounts the Company would be obligated to pay if payments made on the new notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”), (2) such change or amendment is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective announced on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guaranteelater, the date a jurisdiction becomes a relevant GuarantorTax Jurisdiction), (3) if there has been a further issuance, such obligation would be required have arisen absent a further issuance of the new notes pursuant to pay Additional Amounts the indenture, and (ii4) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to itit (including, without limitation, changing the jurisdiction from or through which payments are made); provided, however, that the Securities may not be redeemed to the extent no such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may shall be given earlier that ninety (90) than 60 days prior to the earliest date on which the Company (or any relevant subsidiary guarantor, as applicable) would be obliged to pay such Excess Additional Amounts. Prior to the giving of any notice of redemption of the new notes pursuant to the foregoing, the Company will deliver to the trustee (1) an officers’ certificate stating that the conditions precedent to the right of the Company to so redeem have occurred and that the obligation to pay Excess Additional Amounts cannot be avoided by the Company by taking reasonable measures available to it, and (2) a written opinion of independent legal counsel of recognized standing in the relevant Guarantor would be Tax Jurisdiction to the effect that the Company has become obligated to pay Excess Additional Amounts if as a payment in respect result of the Securities were then duea change or amendment described above.

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

Optional Tax Redemption. The Company may, at the Company’s or the Parent Guarantor’s option, Issuer may redeem the Securities Notes, in whole, whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at its discretion at any time at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest to the date fixed by the Issuer for redemption if (1) on the principal next date on which any amount being redeemed (and all Additional Amountswould be payable in respect of the Notes, if any) to (but excluding) the Redemption Date, if Issuer or any Subsidiary Guarantor is or would be required (i) to pay Additional Amounts with respect to the Notes (or in the case of the Subsidiary Guarantors, the Note Guarantees) in excess of the Additional Amounts that it would pay if payments in respect of the Notes (or in the case of the Subsidiary Guarantors, the Note Guarantees) were subject to deduction or withholding at a rate of 4.99% generally (excluding any value-added taxes) determined without regard to any interest, fees, penalties or other additions to tax, or (ii) to make a payment to indemnify a Holder of Notes in respect of Peruvian value-added taxes, as a result of any change in, expiration of or amendment to, the law of the relevant Tax Jurisdiction or any regulations or rulings promulgated thereunder, or any change in the official interpretation or official application of such laws, treaties, regulations or rulings rulings, or any change in the official application or interpretation of, or any execution of a jurisdiction in or amendment to, any treaty or treaties affecting taxation to which the Company relevant Tax Jurisdiction is a party, which change, expiration, amendment or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which treaty becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), later of the Company or, if a payment were then due under a Guarantee, date of the Indenture and the date the relevant Guarantor, would be required to pay Additional Amounts jurisdiction became a Tax Jurisdiction and (ii2) such obligation requirement cannot be avoided by the Company or the relevant Guarantor Issuer taking reasonable measures; provided that for this purpose reasonable measures available to it; providedshall not include any change in the Issuer’s jurisdiction of organization or location of its principal executive office. For the avoidance of doubt, however, that reasonable measures may include a change in the Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part jurisdiction of a plan of merger by Paying Agent; provided that such change shall not require the Parent GuarantorIssuer to incur material additional costs or legal or regulatory burdens. Prior to the mailing of The Issuer shall not give any such notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) than 60 days prior to the earliest date on which the Company Issuer or the relevant any Subsidiary Guarantor would be obligated to pay Additional Amounts make such payment or withholding if a payment in respect of the Securities Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an Opinion of Counsel to the effect that there has been such change, expiration, amendment or treaty which would entitle the Issuer to redeem the Notes hereunder.

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

Optional Tax Redemption. The Issuers or any Successor Company may, at the Company’s or the Parent Guarantor’s option, may redeem the Securities Notes in whole, but not in part, at any time upon giving not less than thirty (30) 15 nor more than sixty (60) 60 days’ prior notice, notice to the Holders (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to, but excluding. the date fixed for redemption (subject to the right of holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Redemption Date, if (i) tax redemption date as a result of the redemption or otherwise, if any, if a Payor determines in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which the Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organizedchange in, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxamendment to, or in the interpretationintroduction of, application an official position regarding the application, administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after of a Relevant Taxing Jurisdiction (each of the Original Issue Date foregoing in clauses (any such change or amendment1) and (2), a “Change in Tax Law”), such Payor is, or on the Company ornext interest payment date in respect of the Notes would be, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverSuccessor Company or Guarantors (including, that for the Securities may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent Notes). In the case of redemption due to such obligation to pay Additional Amounts arise solely as a result of a Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at August 8, 2016, such Change in Tax Law must become effective on or after August 8, 2016. In the Company assigning its obligations under case of redemption due to such obligation to pay Additional Amounts as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after August 8, 2016, such Change in Tax Law must become effective on or after the Securities to date the jurisdiction becomes a Substitute CompanyRelevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the prior Relevant Taxing Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such assignment notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of Additional Amounts if a Substitute Company payment in respect of the Notes were then due and (b) unless at the time such notice is undertaken as part of a plan of merger by the Parent Guarantorgiven, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to this Sectionthe foregoing, the Issuers or Successor Company or the relevant Guarantor will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Company relevant Payor has been or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result in such of a Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Securities were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. The Issuers or Successor Company may, at the Company’s or the Parent Guarantor’s option, may redeem the Securities Notes in whole, but not in part, at any time upon giving not less than thirty (30) 15 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to, but excluding. the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers, Successor Company or Guarantors determine in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which the Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organizedchange in, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxamendment to, or in the interpretationintroduction of, application an official position regarding the application, administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after of a Relevant Taxing Jurisdiction (each of the Original Issue Date foregoing in clauses (any such change or amendment1) and (2), a “Change in Tax Law”), the Issuers, Successor Company oror Guarantors are, if a or on the next interest payment were then due under a Guaranteedate in respect of the Notes would be, the relevant Guarantor, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverSuccessor Company or Guarantors (including, that for the Securities may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent such Additional Amounts arise solely Notes). In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at September 10, 2013, such Change in Tax Law must become effective on or after September 10, 2013. In the Company assigning its obligations under case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after September 10, 2013, such Change in Tax Law must become effective on or after the Securities to date the jurisdiction becomes a Substitute CompanyRelevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the prior Relevant Taxing Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such assignment notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of Additional Amounts if a Substitute Company payment in respect of the Notes were then due and (b) unless at the time such notice is undertaken as part of a plan of merger by the Parent Guarantorgiven, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to this Sectionthe foregoing, the Issuers or Successor Company or the relevant Guarantor will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Issuers Successor Company or the relevant Guarantor is Guarantors has or would be have been or will become obligated to pay such Additional Amounts as a result in such of a Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Securities were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Company mayNotes may be redeemed, at the Company’s or option of the Parent Guarantor’s optionIssuer, redeem the Securities in whole, as a whole but not in part, at any time, upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice as provided in Section 3.03 hereof (which notice shall also be published or delivered in a manner as required by the applicable rules of any international recognized stock exchange on which the Notes are then listed to Holders of the Notes (which notice will be irrevocable)), at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof plus accrued interest (if any) to the Redemption Date, and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Redemption Date, Date if the Issuer determines and certifies to the Trustee (as described in clause (i) of the next paragraph) immediately prior to the giving of such notice that as a result of (1) any amendment to, or change in, the laws or amendment to, the laws, treaties, treaties (or any regulations or rulings promulgated thereunder) of a jurisdiction Relevant Jurisdiction (as defined in which the Company or any Guarantor is incorporated, organizedclause (a) of Section 4.05 hereof) affecting taxation, or otherwise tax resident (2) any amendment to or change in any political subdivision official position regarding the interpretation or any authority thereof application of such laws or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, each of (1) and (2) a “Change in of Tax Law”), the Company orIssuer or a Subsidiary Guarantor (as the case may be) has become or on the next Interest Payment Date would become obligated, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts for reasons outside its control and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor after taking reasonable measures available to itit to avoid such obligation, to pay Additional Amounts in respect of any Note pursuant to the terms and conditions thereof); provided, however, provided that the Securities Issuer or a Subsidiary Guarantor (as the case may be) shall not be redeemed required to change the extent jurisdiction of its organization to avoid any such Additional Amounts arise solely as a result obligation. The Change of Tax Law must become effective on or after the date of the Company assigning its obligations under Offering Circular (or, if the Securities to applicable Relevant Jurisdiction became a Substitute CompanyRelevant Jurisdiction on a date after the date of the Offering Circular, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by later date). Notwithstanding the Parent Guarantor. Prior to the mailing of any foregoing, no such notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given given: (i) earlier that ninety (90) than 60 days prior to the earliest date on which the Company Issuer or a Subsidiary Guarantor (as the relevant Guarantor case may be) would but for such redemption be obligated to pay such Additional Amounts; and (ii) unless at the time such notice is given, the Issuer’s or a Subsidiary Guarantor’s (as the case may be) obligation to pay such Additional Amounts, remains in effect. (b) Prior to the publication and mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee: (i) an Officer’s Certificate stating that such change, amendment, application or interpretation has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Issuer or such Subsidiary Guarantor (as the case may be), taking reasonable measures available to it; and (ii) an Opinion of Counsel or tax consultant, in either case, of recognized standing with respect to tax matters of the Relevant Jurisdiction, stating that the requirement to pay such Additional Amounts if results from such a payment in respect change, amendment, application or interpretation. (c) The Trustee shall accept such Officer’s Certificate and Opinion of Counsel or opinion of such tax consultant as conclusive evidence of the Securities were then duesatisfaction of the conditions precedent described in Section 3.08(b) hereof, and shall not be obligated to verify the accuracy or content thereof, in which event it shall be conclusive and binding on the Holders. (d) Any Notes that are redeemed pursuant to this Section 3.08 will be cancelled.

Optional Tax Redemption. The Issuers or Successor Company may, at the Company’s or the Parent Guarantor’s option, may redeem the Securities Notes in whole, but not in part, at any time upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to, but excluding. the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers, Successor Company or Guarantors determine in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which the Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organizedchange in, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxamendment to, or in the interpretationintroduction of, application an official position regarding the application, administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after of a Relevant Taxing Jurisdiction (each of the Original Issue Date foregoing in clauses (any such change or amendment1) and (2), a “Change in Tax Law”), the Issuers, Successor Company oror Guarantors are, if a or on the next interest payment were then due under a Guaranteedate in respect of the Notes would be, the relevant Guarantor, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverSuccessor Company or Guarantors (including, that for the Securities may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent such Additional Amounts arise solely Notes). In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at January 31, 2013, such Change in Tax Law must become effective on or after January 31, 2013. In the Company assigning its obligations under case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after January 31, 2013, such Change in Tax Law must become effective on or after the Securities to date the jurisdiction becomes a Substitute CompanyRelevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the prior Relevant Taxing Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such assignment notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of Additional Amounts if a Substitute Company payment in respect of the Notes were then due and (b) unless at the time such notice is undertaken as part of a plan of merger by the Parent Guarantorgiven, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to this Sectionthe foregoing, the Issuers or Successor Company or the relevant Guarantor will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Issuers Successor Company or the relevant Guarantor is Guarantors has or would be have been or will become obligated to pay such Additional Amounts as a result in such of a Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Securities were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. The (1) If, as a result of any change in or amendment to the laws, regulations or rulings of any jurisdiction where each of the Company mayand the Subsidiary Guarantors is organized or is otherwise considered by a taxing authority to be a resident for tax purposes (or, in each case, any political organization or governmental authority thereof or therein having the power to tax) (a “Relevant Tax Jurisdiction”), 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 is a party, which in each case is proposed and becomes effective on or after the Issue Date, in making any payment due or to become due under the Notes or this Indenture, including any Registration Default Damages, (a) the Company is or would be required on the next succeeding Interest Payment Date to pay Additional Amounts and (b) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company, the Notes may be redeemed at the Company’s or option of the Parent Guarantor’s option, redeem the Securities Company in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice in accordance with the procedures set forth in this Indenture, at any time at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued and unpaid interest to, but not including the date of redemption. The Company will also pay to Holders on the principal amount being redeemed date of redemption any Additional Amounts which are payable. (and all Additional Amounts2) Prior to the publication of any notice of redemption in accordance with Section 3.8(1), if any) the Company shall deliver to (but excluding) the Redemption Date, if Trustee (i) an Officers’ Certificate stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), the Company is entitled to effect such redemption describing the facts leading thereto and stating that the requirement to pay Additional Amounts cannot be avoided by the Company, taking reasonable measures available to it, (ii) an Opinion of Counsel, qualified under the laws of the Relevant Taxing Jurisdiction, to the effect that the Company has or will become obligated to pay Additional Amounts on the next succeeding Interesting Payment Date as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts amendment and (iiiii) a memorandum of Counsel or other written analysis of Counsel to the effect that such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided. Such notice, however, that once delivered by the Securities may not be redeemed Company to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute CompanyTrustee, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. irrevocable. (3) No notice of redemption pursuant to Redemption as described in this Section 3.8 may be given (a) earlier that ninety (90) than 90 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Securities were Notes or this Indenture then duedue and payable and (b) unless at the time such notice is given, such obligation to pay such Additional Amount remains in effect.

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

Optional Tax Redemption. The Company may, Each series of Securities will be subject to redemption at the Company’s option of the Company or the Parent Guarantor’s optiona successor corporation at any time, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior ' notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued and unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of (x) Bermuda or any political subdivision or governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Securities is made by the Company or a successor corporation, or amendment toits paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the lawsUnited States, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor a successor corporation is incorporated, organized, or otherwise tax resident or any political subdivision or any governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”)date of the Offering Memorandum, the Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to such series of Securities (as described under Section 3.09 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, however, that each series of Securities will be subject to redemption at the Securities may not be redeemed to the extent such Additional Amounts arise solely as a result option of the Company assigning its obligations under the Securities to at any time, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior redemption price equal to the mailing principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that into which the Company is merged or to which the relevant Guarantor Company conveys, transfers or leases its properties and assets substantially as an entirety is or would be obligated to pay such Additional Amounts required, as a result in consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law. No notice Law occurring after the date of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of the Securities were then dueany tax, assessment or governmental charge imposed on any Holder of such series of Securities.

Optional Tax Redemption. The Company (a) Financeco or Solectron may, at the Company’s or the Parent Guarantor’s their option, redeem the Securities in whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amountsinterest, if any) to (, to, but excluding) , the Redemption Datedate of redemption if, if as a result of: (i) as a result of any change in, in or amendment to, to the laws, treaties, laws or treaties (or any regulations or rulings of ruling promulgated thereunder) or a jurisdiction in which the Company or Relevant Jurisdiction affecting taxation; or (ii) any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretation, existing official position regarding the application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment judgment, or order by a court of competent jurisdiction) ), which becomes effective change, amendment, application or interpretation is proposed or announced on or after the Original Issue Date (Date, with respect to any such change payment due or amendment, a “Change in Tax Law”), the Company or, if a payment were then to become due under a Guaranteethe Notes or the Indenture, Financeco or Solectron, as the relevant Guarantorcase may be, is or would be required on the next succeeding interest payment date to pay Additional Amounts on the Notes or the Guarantee and (ii) the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; providedFinanceco or Solectron, however, that the Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations including making payments directly by Solectron under the Securities to a Substitute Company, unless Guarantee. (b) No such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver shall be given earlier than 90 days prior to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company earliest date on which Financeco or the relevant Guarantor is or Solectron would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if were a payment in respect of the Securities were Notes or the Guarantee then due. (c) Prior to the publication of any notice of redemption pursuant to Sections 3.3 and 3.9(b) of the Indenture, Financeco shall deliver to the Trustee (1) an opinion of tax counsel of recognized standing and expertise in the tax law of the applicable Relevant Jurisdiction, reasonably acceptable to the Trustee, to the effect that the circumstances set forth in Section 3.9(a) of the Indenture exist and (2) an Officers’ Certificate from Financeco stating that the payment of Additional Amounts cannot be avoided by the use of any reasonable measures available to Financeco or Solectron, including making payments directly by Solectron under the Guarantee. The notice, once delivered by Financeco to the Trustee, shall be irrevocable. (d) Any redemption of under this paragraph 7 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

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

Optional Tax Redemption. The Company may, Bonds may be redeemed at the option of the Company’s or the Parent Guarantor’s option, redeem the Securities in whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior noticeat any time, at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus amount, together with accrued and unpaid interest on the principal amount being redeemed (and all including any Additional Amounts, if any) to (but excluding) excluding the Redemption Date, if (i) if, as a result of any change in, or amendment to, the laws, treatieslaws (or any rules, regulations or rulings promulgated thereunder) of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident Mexico or any political subdivision thereof or any taxing authority thereof or therein having power to taxtherein, or any change in the interpretationapplication, application administration or administration official interpretation of any such laws, treatiesrules, regulations or rulings (including a holding, judgment or order by the holding of a court of competent jurisdiction) , the Company has, will or would become obligated to pay Additional Amounts in connection with payments on the Bonds in respect of Mexican Withholding Taxes imposed at a rate of withholding or deduction in excess of 10% (the “Maximum Withholding Rate”), which change or amendment becomes effective on or after the Original Issue Date (any such change or amendmentdate of this Indenture, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities may not no such notice of redemption shall be redeemed given earlier than 90 days prior to the extent earliest date on which the Company would be obliged to pay such Additional Amounts arise solely as in respect of Mexican Withholding Taxes assessed at a result rate above the Maximum Withholding Rate were a payment in respect of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent GuarantorBonds then due. Prior to the mailing giving of any notice of redemption of such Bonds pursuant to this SectionSection 11.1(a), the Company or the relevant Guarantor will deliver to the Trustee (i) an Officers’ Certificate stating that the Company is entitled to effect such redemption pursuant to this Section 11.1(a) and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred and (ii) an opinion of Counsel of independent tax Mexican counsel of recognized standing to the effect that the Company has or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts in respect of Mexican Taxes assessed at a rate above the Maximum Withholding Rate as a result in of such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company change or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities were then dueamendment.

Optional Tax Redemption. The Company mayIssuer is entitled to redeemed the Notes at its option, at the Company’s or the Parent Guarantor’s optionany time, redeem the Securities in whole, as a whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice as provided in the Indenture (which notice shall also be published or delivered in a manner as required by the applicable rules of any internationally recognized stock exchange on which the Notes are then listed to the noteholders (which notice will be irrevocable)), at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of Holders of record on the principal amount being redeemed (relevant Record Date to receive interest due on the relevant Interest Payment Date), and all Additional Amounts, if any, then due and which will become due on the redemption date if the Issuer determines and certifies to the Trustee (as described in clause (a) of the next paragraph) immediately prior to (but excluding) the Redemption Date, if (i) giving of such notice that as a result of any change in, or amendment toChange of Tax Law, the lawsIssuer or a Subsidiary Guarantor (as the case may be) has become or on the next interest payment date would become obligated, treatiesfor reasons outside its control and after taking reasonable measures available to it to avoid such obligation, regulations or rulings of a jurisdiction to pay Additional Amounts in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration respect of any note pursuant to the terms and conditions thereof; provided that the Issuer or a Subsidiary Guarantor (as the case may be) shall not be required to change the jurisdiction of its organization to avoid any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court obligation. The Change of competent jurisdiction) which becomes Tax Law must become effective on or after the Original Issue Date date of this Indenture (any such change or amendment, a “Change in Tax Law”), the Company or, if the applicable Relevant Jurisdiction became a payment were then due under Relevant Jurisdiction on a Guaranteedate after the date of this Indenture, such later date). Notwithstanding the relevant Guarantorforegoing, would be required to pay Additional Amounts and (ii) no such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given given: (a) earlier that ninety (90) than 60 days prior to the earliest date on which the Company Issuer or a Subsidiary Guarantor (as the relevant Guarantor case may be) would but for such redemption be obligated to pay such Additional Amounts; and (b) unless at the time such notice is given, the Issuer’s or a Subsidiary Guarantor’s (as the case may be) obligation to pay such Additional Amounts, remains in effect. Prior to the publication and mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee: (a) an Officer’s Certificate stating that such change, amendment, application or interpretation has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Issuer or a Subsidiary Guarantor (as the case may be), taking reasonable measures available to it; and (b) an Opinion of tax counsel, of recognized standing with respect to tax matters of the Relevant Jurisdiction, stating that the requirement to pay such Additional Amounts if results from such a payment in respect change, amendment, application or interpretation. The Trustee shall accept such certificate and opinion as conclusive evidence of the Securities were then duesatisfaction of the conditions precedent described above, and shall not be obligated to verify the accuracy or content thereof, in which event it shall be conclusive and binding on the Holders. Any Notes that are redeemed pursuant to this provision will be cancelled.

Optional Tax Redemption. The Issuers or Successor Company may, at the Company’s or the Parent Guarantor’s option, may redeem the Securities Notes in whole, but not in part, at any time upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to, but excluding. the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers, Successor Company or Guarantors determine in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which the Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organizedchange in, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxamendment to, or in the interpretationintroduction of, application an official position regarding the application, administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after of a Relevant Taxing Jurisdiction (each of the Original Issue Date foregoing in clauses (any such change or amendment1) and (2), a “Change in Tax Law”), the Issuers, Successor Company oror Guarantors are, if a or on the next interest payment were then due under a Guaranteedate in respect of the Notes would be, the relevant Guarantor, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverSuccessor Company or Guarantors (including, that for the Securities may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent such Additional Amounts arise solely Notes). In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at March 5, 2013, such Change in Tax Law must become effective on or after March 5, 2013. In the Company assigning its obligations under case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after March 5, 2013, such Change in Tax Law must become effective on or after the Securities to date the jurisdiction becomes a Substitute CompanyRelevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the prior Relevant Taxing Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such assignment notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of Additional Amounts if a Substitute Company payment in respect of the Notes were then due and (b) unless at the time such notice is undertaken as part of a plan of merger by the Parent Guarantorgiven, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to this Sectionthe foregoing, the Issuers or Successor Company or the relevant Guarantor will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Issuers Successor Company or the relevant Guarantor is Guarantors has or would be have been or will become obligated to pay such Additional Amounts as a result in such of a Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Securities were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Securities Notes in whole, whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price Redemption Price equal to 100% of the principal amount of the Securities Notes then outstanding Outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of or any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities Notes to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. . (b) Prior to the mailing of any notice of redemption pursuant to this SectionSection 2.07, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. . (c) No notice of redemption pursuant to this Section 2.07 may be given earlier that than ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities Notes were then due.

Optional Tax Redemption. (a) The Company may, Notes may be redeemed at the option of the Company’s or the Parent Guarantor’s option, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior 60 days notice, at any time at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof plus accrued and unpaid interest on the principal amount being redeemed (and all Additional AmountsLiquidated Damages, if any, to the date fixed for redemption if after the date on which Section 3 of this Note becomes applicable (the "RELEVANT DATE") to (but excluding) the Redemption Date, if (i) as a result of there has occurred any change in, in or amendment toto the laws (or any regulations or official rulings promulgated thereunder) of the United Kingdom, the lawsNetherlands, treatiesthe Netherlands Antilles, regulations Bermuda or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident Cayman Islands (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in or amendment to the interpretation, official application or administration interpretation of any such laws, treaties, regulations regulation or rulings (including a holding, judgment or order by a court of competent jurisdiction"CHANGE IN TAX LAW") which becomes effective on or after the Original Issue Date (any such change or amendmentRelevant Date, as a “Change in Tax Law”), result of which the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, is or would be so required on the next succeeding Interest Payment Date to pay Additional Amounts and (ii) such obligation cannot be avoided with respect to the Notes as described under Section 3 hereof with respect to withholding taxes imposed by the Company United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the relevant Guarantor taking reasonable measures available to it; Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that the Securities may (i) this paragraph shall not be redeemed apply to the extent such Additional Amounts arise solely as a result of that, at the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part Relevant Date it was known or would have been known had professional advice of a plan of merger by nationally recognized accounting firm in the Parent Guarantor. Prior United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the mailing of any Relevant Date, (ii) no such notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) than 90 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Securities were Notes then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company. The Notes may also be redeemed, in whole but not in part, at any time at a redemption price equal to the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation, amalgamation, reorganization or reconstruction (or other similar arrangement) of the Company or the Person into which the Company is merged after the Relevant Date or to which the Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "SUBSEQUENT CONSOLIDATION") is required, as a consequence of such Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such Subsequent Consolidation to pay Additional Amounts with respect to Notes with respect to Withholding Tax as described under Section 3 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was or would have been imposed on the date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Company will also pay, or make available for payment, to Holders on the Redemption Date any Additional Amounts (as described, but subject to the exceptions referred to, in Section 3 hereof) resulting from the payment of such Redemption Price.

Optional Tax Redemption. (a) If any taxes, assessments or other governmental charges are imposed by any jurisdiction where the Company, a Subsidiary Guarantor or a successor of either (a “Payor”) is organized or otherwise considered by a taxing authority to be a resident for tax purposes, any jurisdiction from or through which the Payor makes a payment on the Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the Securities, the Payor will pay to each Holder of a Security, to the extent it may lawfully do so, such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to such Holder will be not less than the amount specified in such Security to which such Holder is entitled; provided, however, the Payor will not be required to make any payment of Additional Amounts for or on account of: (1) any tax, assessment or other governmental charge which would not have been imposed but for (A) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction other than solely by the holding of Securities or by the receipt of principal or interest in respect of the Securities (including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein) or (B) the presentation of a Security (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for and notice of the availability of the funds has been given, whichever occurs later (in either case (x) or (y), except to the extent that the Holder would have been entitled to Additional Amounts had the Security been presented during such 30-day period); (2) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Security to comply with a reasonable and timely request of the Payor addressed to the Holder to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of the above; nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest (including Additional Interest) on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner would not have been entitled to such Additional Amounts had it been the Holder of such Security. The Payor will provide the Trustee with the official acknowledgment of the Relevant Tax Authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the Securities or the Paying Agent, as applicable, upon request therefor. The Company mayand the Subsidiary Guarantors will pay any present or future stamp, at court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the Company’s execution, delivery or registration of the Securities or any other document or instrument referred to therein (other than a transfer of the Securities), or the Parent Guarantor’s optionreceipt of any payments with respect to the Securities, redeem excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the United States of America or Canada or any jurisdiction in which a paying agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Securities or any other such document or instrument following the occurrence of any Event of Default with respect to the Securities. All references in wholethis Indenture to principal of, premium, if any, and interest on the Securities will include any Additional Interest and any Additional Amounts payable by the Payor in respect of such principal, such premium, if any, and such interest. (b) The Payor will be entitled to redeem all, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior noticeall, at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, in or amendment to, to the laws, treaties, regulations or rulings of a jurisdiction in which the Company any Relevant Tax Jurisdiction or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 Relevant Tax Jurisdiction is a party (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), ) the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, Payor is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Securities as described under Section 5.9(a) and (ii) the Payor delivers to the Trustee an Officers’ Certificate stating that the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; provided, however, the Payor and that the Securities may not be redeemed Payor is entitled to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under redeem the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Sectiontheir terms. The Change in Tax Law must become effective on or after the Issue Date. Further, the Company or the relevant Guarantor will Payor must deliver to the Trustee at least 30 days before the redemption date an opinion of independent tax counsel of recognized standing to the effect that the Company Payor has or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result in of such Change in Tax Law. No The Payor must also provide the Holders with notice of the intended redemption pursuant to at least 30 days and no more than 60 days before the redemption date and shall comply with all provisions of this Section may be given earlier that ninety (90) days prior to Article V. The redemption price will equal the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect principal amount of the Securities were plus accrued and unpaid interest thereon (including Additional Interest), if any to the redemption date, premium, if any, and Additional Amounts, if any, then duedue and which otherwise would be payable.

Optional Tax Redemption. The Company may, Each tranche of Notes will be subject to redemption at the Company’s option of the Company or the Parent Guarantor’s optiona successor corporation at any time, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior ' notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued and unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of (x) Bermuda or any political subdivision or governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or amendment toits paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the lawsUnited States, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor a successor corporation is incorporated, organized, or otherwise tax resident or any political subdivision or any governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”)date of the Offering Memorandum, the Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to such tranche of Notes (as described under Section 3.09 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, however, that each tranche of Notes will be subject to redemption at the Securities may not be redeemed to the extent such Additional Amounts arise solely as a result option of the Company assigning its obligations under the Securities to at any time, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior redemption price equal to the mailing principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that into which the Company is merged or to which the relevant Guarantor Company conveys, transfers or leases its properties and assets substantially as an entirety is or would be obligated to pay such Additional Amounts required, as a result in consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law. No notice Law occurring after the date of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of the Securities were then dueany tax, assessment or governmental charge imposed on any Holder of such tranche of Notes.

Optional Tax Redemption. The Company may(a) Unless otherwise established in accordance with Section 2.03, the Securities of any series may be redeemed at the Company’s or option of the Parent Guarantor’s optionIssuer, redeem the Securities in whole, but not in part, upon subject to prior confirmation of the FSA, if such confirmation is required under the Applicable Banking Regulations, at any time, on giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice of redemption to the Holders of the series to be redeemed (which notice shall be irrevocable and shall conform, as applicable, to the additional notice requirements set forth in Section 11.04) at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus together with any accrued and unpaid interest on the principal amount being redeemed (and all including Additional AmountsAmounts with respect thereto, if any) to (but excluding) the Redemption Date, date fixed for redemption if (i) the Issuer is or will be obliged to pay Additional Amounts or (ii) there is more than an insubstantial risk that, for Japanese corporate tax purposes, any portion of the interest payable on the Securities is not or will not be deductible from the Issuer’s taxable income or is or will be required to be deducted from the amount to be excluded from the Issuer’s taxable gross receipts, in each case of (i) and (ii) above, as a result of any change in, or amendment to, the laws, treaties, laws or regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident Japan or any political subdivision or any authority thereof or therein having power to tax, or any change in the interpretation, application or administration official interpretation of any such lawslaws or regulations, treaties, regulations which change or rulings (including a holding, judgment or order by a court of competent jurisdiction) which amendment becomes effective on or after the Original Issue Date (any such change or amendment, a “Change in Tax Law”), date of the Company or, if a payment were then due under a Guarantee, issuance of the relevant Guarantor, would be required to pay Additional Amounts series of Securities and (ii) such obligation cannot be avoided by the Company or Issuer through the relevant Guarantor taking of reasonable measures available to itthe Issuer; providedprovided that, howeverin the case of (i) above, that the Securities may not be redeemed to the extent no such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may shall be given earlier that ninety (90) sooner than 90 days prior to the earliest date on which the Company or the relevant Guarantor Issuer would be obligated obliged to pay such Additional Amounts if were a payment then due in respect of the Securities were then duerelevant Securities.

Optional Tax Redemption. The Company may, Notes shall be subject to redemption at the Company’s option of the Company or the Parent Guarantor’s optiona successor corporation at any time, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior 60 days= notice, at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof, plus accrued and unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of (x) Bermuda or any political subdivision or governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or amendment toits paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the lawsUnited States, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor a successor corporation is incorporated, organized, or otherwise tax resident or any political subdivision or any governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after the Original Issue Date (any such change or amendmentNovember 12, a “Change in Tax Law”)1999, the Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Notes (as described under Section 7 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, however, that the Securities may not Notes shall be redeemed subject to redemption at the extent such Additional Amounts arise solely as a result option of the Company assigning its obligations under the Securities to at any time, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior redemption price equal to the mailing principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that into which the Company is merged or to which the relevant Guarantor Company conveys, transfers or leases its properties and assets substantially as an entirety is or would be obligated to pay such Additional Amounts required, as a result in consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law. No notice Law occurring after the date of redemption pursuant to this Section may be given earlier that ninety (90) days prior to the earliest date on which the Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of the Securities were then dueany tax, assessment or governmental charge imposed on any Holder of Notes.

Optional Tax Redemption. The Company maySecurities may also be redeemed, at the option of the Company’s or the Parent Guarantor’s option, redeem the Securities in whole, whole but not in part, at any time upon giving not less than thirty (30) 30 nor more than sixty 60 days' notice to the Holders (60) days’ prior noticewhich notice shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Securities then outstanding plus thereof, together with accrued and unpaid interest on interest, if any, to the principal amount being redeemed date fixed by the Company for redemption (a "Tax Redemption Date") and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the lawslaws or treaties (or any regulations, treaties, regulations protocols or rulings promulgated thereunder) of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident United Kingdom (or any political subdivision or taxing authority of the United Kingdom) affecting taxation, which change or amendment becomes effective on or after the Issue Date, (ii) any authority thereof change in position regarding the application, administration or therein having power to tax, or in the interpretation, application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) ), which change, amendment, application or interpretation becomes effective on or after the Original Issue Date or (iii) the issuance of Definitive Securities due to (A) DTC being at any such change time unwilling or amendmentunable to continue as or ceasing to be a clearing agency registered under the Exchange Act, and a “Change in Tax Law”)successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Company within 90 days or (B) the Depositary being at any time unwilling or unable to continue as a Depositary and a successor Depositary is not able to be appointed by the Company within 90 days, the Company oris, if a or on the next interest payment were then due under a Guaranteedate would be, the relevant Guarantor, would be required to pay Additional Amounts Amounts, and (ii) the Company determines that such payment obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; providedmeasures. Notwithstanding the foregoing, however, that the Securities may not be redeemed to the extent no such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may shall be given earlier that ninety (90) than 90 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts make such payment or withholding if a payment in respect of the Securities were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Securities pursuant to the foregoing, the Company will deliver to the Trustee an opinion of a tax counsel reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Company may, Senior Notes may be redeemed at ----------------------- the option of the Company’s or the Parent Guarantor’s option, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior 60 days notice, at any time at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof plus accrued and unpaid interest to the date fixed for redemption if after the date on which Section 3 of this Senior Note becomes applicable (the principal amount being redeemed (and all Additional Amounts, if any"Relevant Date") to (but excluding) the Redemption Date, if (i) as a result of there has occurred any change in, in or amendment to, to the laws, treaties, laws (or any regulations or official rulings promulgated thereunder) of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident United Kingdom (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in or amendment to the interpretation, official application or administration interpretation of any such laws, treaties, regulations regulation or rulings (including a holding, judgment or order by a court of competent jurisdiction"Change in Tax Law") which becomes effective on or after the Original Issue Date (any such change or amendmentRelevant Date, as a “Change in Tax Law”), result of which the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, is or would be so required on the next succeeding Interest Payment Date to pay Additional Amounts and (ii) such obligation cannot be avoided with respect to the Senior Notes as described under Section 3 hereof with respect to withholding taxes imposed by the Company United Kingdom (or any political subdivision or taxing authority thereof or therein)(a "U.K. Withholding Tax") and such U.K. Withholding Tax is imposed at a rate that exceeds the relevant Guarantor taking reasonable measures available to it; rate (if any) at which U.K. Withholding Tax was imposed on the Relevant Date, provided, however, that the Securities may (i) this paragraph shall not be redeemed apply to the extent such Additional Amounts arise solely as a result of that, at the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part Relevant Date it was known or would have been known had professional advice of a plan of merger by nationally recognized accounting firm in the Parent Guarantor. Prior United Kingdom been sought, that a Change in Tax Law in the United Kingdom was to occur after the mailing of any Relevant Date, (ii) no such notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) than 90 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Securities were Senior Notes then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company. (b) The Senior Notes may also be redeemed, in whole but not in part, at any time at a redemption price equal to the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption if the person formed after the Relevant Date by a consolidation, amalgamation, reorganization or reconstruction (or other similar arrangement) of the Company or the person into which the Company is merged after the Relevant Date or to which the Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "Subsequent Consolidation") is required, as a consequence of such Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom occurring after the date of such Subsequent Consolidation to pay Additional Amounts with respect to Senior Notes with respect to U.K. Withholding Tax as described under Section 3 hereof and such U.K. Withholding Tax is imposed at a rate that exceeds the rate (if any) at which U.K. Withholding Tax was or would have been imposed on the date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom been sought, that a Change in Tax Law in the United Kingdom was to occur after such date. The Company will also pay, or make available for payment, to holders on the Redemption Date any Additional Amounts (as described, but subject to the exceptions referred to, in Section 3 hereof) resulting from the payment of such Redemption Price.

Optional Tax Redemption. (a) The Company may, Notes may be redeemed at the option of the Company’s or the Parent Guarantor’s option, redeem the Securities in whole, whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior 60 days notice, at any time at a redemption price equal to 100% of the principal amount of the Securities then outstanding thereof plus accrued and unpaid interest to the date fixed for redemption if after the date on which Section 2 of this Note becomes applicable (the principal amount being redeemed (and all Additional Amounts, if any"Relevant Date") to (but excluding) the Redemption Date, if (i) as a result of there has occurred any change in, in or amendment toto the laws (or any regulations or official rulings promulgated thereunder) of the United Kingdom, the lawsNetherlands, treatiesthe Netherlands Antilles, regulations Bermuda or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident Cayman Islands (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in or amendment to the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction"Change in Tax Law") which becomes effective on or after the Original Issue Date (any such change or amendmentRelevant Date, as a “Change in Tax Law”), result of which the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, is or would be so required on the next succeeding Interest Payment Date to pay Additional Amounts and (ii) such obligation cannot be avoided with respect to the Notes as described under Section 2 hereof with respect to withholding taxes imposed by the Company United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the relevant Guarantor taking reasonable measures available to it; Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "Withholding Tax") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the B-6 205 Relevant Date, provided, however, that the Securities may (i) this paragraph shall not be redeemed apply to the extent such Additional Amounts arise solely as a result of that, at the Company assigning its obligations under the Securities to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part Relevant Date it was known or would have been known had professional advice of a plan of merger by nationally recognized accounting firm in the Parent Guarantor. Prior United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the mailing of any Relevant Date, (ii) no such notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result in such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier that ninety (90) than 90 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Securities were Notes then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company. (b) The Notes may also be redeemed, in whole but not in part, at any time at a redemption price equal to the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation, amalgamation, reorganization or reconstruction (or other similar arrangement) of the Company or the Person into which the Company is merged after the Relevant Date or to which the Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "Subsequent Consolidation") is required, as a consequence of such Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such Subsequent Consolidation to pay Additional Amounts with respect to Notes with respect to Withholding Tax as described under Section 2 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was or would have been imposed on the date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Company will also pay, or make available for payment, to Holders on the Redemption Date any Additional Amounts (as described, but subject to the exceptions referred to, in Section 2 hereof) resulting from the payment of such Redemption Price.