or business within the United States for U.S. federal income tax purposes. Upon the occurrence and during the continuation of an Event of Default, the Instructing Party may at its sole discretion give notice to the Issuer, the Security Agent and the Rating Agency that each Facility is, and each shall accordingly im

he Preferred Shares, particularly if the Collateral Obligations are subject to liquidation. In particular, with respect to the Initial Facility, (i) the Instructing Party may designate an Optional Early Maturity Date as early as [e], which would require repayment of the Initial Facility on such date, (ii) the Issuer's

s (i) prior to the Refinancing Pricing Date, the United States, Australia, Canada, Germany, a Tax Jurisdiction or such other country consented to by the Instructing Party or (ii) on or after the Refinancing Pricing Date, the United States, Canada, a Group I Country, a Group II Country. a Group III Country or a Tax Adv