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Taxation: All amounts payable in respect of the Notes shall be made without
withholding or deduction for or on account of any present or fu-
ture taxes or duties of whatever nature imposed or levied at source
by or on behalf of Luxembourg, Germany or any political subdivi-
sion or any authority thereof or therein having power to tax (the
“Withholding Taxes”), unless such withholding or deduction is
required by law. In such event, the Issuer will, subject to the ex-
ceptions set out in the Terms and Conditions of the Notes, pay
such additional amounts as shall be necessary in order that the net
amounts received by the holders of a proportionate co-ownership
or other beneficial interest or right in the Notes (each a “Note-
holder”) after such withholding or deduction shall equal the re-
spective amounts of principal and interest which would otherwise
have been receivable in the absence of such withholding or deduc-
tion.
Early Redemption for Taxation Rea-
sons:
Early redemption of the Notes at the principal amount plus ac-
crued interest at the option of the Issuer, in whole but not in part,
for reasons of taxation will be permitted, if as a result of any
change in, or amendment to, the laws or regulations (including any
amendment to, or change in, an official interpretation or applica-
tion of such laws or regulations) of Luxembourg, The Netherlands
or any political subdivision or taxing authority thereto or therein
affecting taxation or the obligation to pay duties of any kind, the
Issuer or, as the case may be, the Guarantor, will become obli-
gated to pay additional amounts on the Notes, all as more fully set
out in the Terms and Conditions of the Notes.
Early Redemption at the Option of the
Issuer:
The Terms and Conditions of the Notes provide that the Issuer
may redeem the Notes, in whole but not in part, at its option, at
any time following the third anniversary of the Issue Date at a
price equal to 102 % of their principal amount plus interest ac-
crued, and at any time following the fourth anniversary of the Is-
sue Date at a price equal to 101 % of their principal amount plus
interest accrued.
Early Redemption in case of Change
of Control:
The Terms and Conditions of the Notes provide that the Notehold-
ers may require an early redemption of the Notes, in whole or in
part, at 101 % of their principal amount plus interest accrued in the
event of a change of control in respect of the Issuer, all as more
fully set out in the Terms and Conditions of the Notes.
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