Common use of Optional Redemption for Changes in Withholding Taxes Clause in Contracts

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Optional Redemption for Changes in Withholding Taxes. IfIf (i) a Payor becomes, or will become, obligated to pay, on the next date on which any amount may be payable with respect to the Notes, any Additional Amounts as a result of any amendment to, or a change in, the laws (or a change in legislation proposed by the Minister of Finance of Canada or any rules similar authority that, if enacted, will be effective prior to the enactment date) in or amendment to the laws, regulations thereunder) or rulings of a any Relevant Taxing Jurisdiction affecting taxationJurisdiction, or any amendment to or change in an official position regarding the application or interpretation or application of such laws, rules regulations or regulations that has rulings (including a general effectholding by a court of competent jurisdiction), which amendment to is publicly announced or change of such laws, rules or regulations becomes effective on or after the Issue Date date of the Offering Memorandum (whichor, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) and (ii) the payment of such Additional Amounts cannot (as certified in an Officers’ Certificate to the Trustee) be avoided by the use of reasonable measures available to the Issuer, then the Issuer may, at its option, redeem the Notes then outstanding, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our option, all, whole but not less than allin part, of the Notes may be redeemed at any time on giving upon not less than 30 nor more than 60 days’ noticenotice (such notice to be provided not more than 90 days before the next date on which the Payor would be obligated to pay Additional Amounts), at a redemption price equal to 100% of the outstanding principal amountamount thereof, plus any accrued and unpaid interest on the principal amount of the Notesand Additional Amounts, if any, to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date of redemption; provided, however, to receive interest due on an interest payment date that (1) no notice of redemption for tax reasons may be given earlier than 90 days is on or prior to the earliest date on which we would be obligated redemption date). Notice of the Issuer’s intent to pay these Additional Amounts if a payment on redeem the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any be effective until such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. Prior as it delivers to the publication Trustee an Opinion of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate Counsel stating that the Issuer Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result because of such any change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made amendment described in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenturethis Section 4.8.

Optional Redemption for Changes in Withholding Taxes. If(a) Subject to the terms of, as a result of any amendment to, or change and the relative priorities and related rights set forth in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), thenThird Lien Intercreditor Agreement, at our optionany time, the Company may redeem all, but not less than all, of the Notes may be redeemed at any time Notes, on giving not less than 30 nor more than 60 days’ noticenotice to the Holders, at a redemption price equal to 100% of the outstanding principal amountamount thereof, plus any accrued and unpaid interest and any Additional Amounts to the extent any Additional Amounts are due and owing to the applicable Redemption Date (subject to the right of Holders of record on the principal relevant Record Date to receive interest due on the relevant Interest Payment Date), in the event that the Company or the Guarantors, as the case may be, has become or would become obligated to pay, on the next date on which any amount of would be payable with respect to the Notes, if any, to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of a change in or an amendment to the laws (including any regulations or rulings promulgated thereunder) of any Specified Tax Jurisdiction (or any relevant jurisdiction, political subdivision or taxing authority thereof or therein), or any change in or amendment to any official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment. This noticeamendment is announced or becomes effective on or after the date of this Indenture, once delivered by and the Issuer to Company or the TrusteeGuarantors, will be irrevocable. In as the case may be, cannot avoid such obligation by taking reasonable measures available to them; provided that the Board of any partial redemption, selection Directors of the Notes for redemption will be made Company determines in accordance with Article V good faith that the aggregate amount of such Additional Amounts would create additional annual costs in excess of 0.50% of the Indenture. On and after the Redemption Date, interest will cease to accrue on aggregate principal amount of Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.then outstanding; and

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we ), the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to to, but not including, the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we the Issuer or any Note Guarantor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the 2017 Facilities Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.:

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we ), the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to to, but not including, the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we the Issuer or any note Guarantor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Credit Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.:

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, Notes to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Financing Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer we will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is we are entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s our right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has we have or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer us to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Dateredemption date, interest will cease to accrue on Notes or portions thereof called-called for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, Notes to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. Prior to the publication delivery of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our option, all, but not less than all, of the The Notes may be redeemed redeemed, in whole but not in part, at the option of the Company, at any time on time, upon giving not less than 30 nor more than 60 days’ notice, of notice as provided in Section 10.03 at a redemption price equal to 100% of the outstanding principal amountamount at maturity thereof, plus any together with accrued and unpaid interest on the principal amount of the Notes, if any, to the date fixed by the Company for redemption, if the Company determines and certifies to the Trustee in an Officers' Certificate immediately prior to the giving of redemptionsuch notice that, as a result of any change in, or amendment to, the laws or treaties (including any regulations or rulings promulgated thereunder) of Bermuda or such other jurisdiction in which the Company is then organized, as the case may be (or any political subdivision or taxing authority thereof or therein), affecting taxation, or any change in official position regarding the application, interpretation or administration of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application, interpretation or administration is announced or becomes effective on or after the date hereof with respect to any payment due or to become due under the Notes or this Indenture, the Company is, or on the next interest payment date would be, required to pay Additional Amounts on or in respect thereof and such obligation to pay Additional Amounts cannot be avoided by the taking of reasonable measures by the Company; provided, however, provided that (1) no such notice of redemption for tax reasons may shall be given earlier than 90 days prior to the earliest date on which we the Company would be obligated to pay these Additional Amounts make such withholding if a payment on in respect of the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. Prior to the publication and mailing of any notice of redemption of the Notes pursuant to this provisionSection 10.03, the Issuer Company will deliver to the Trustee an Opinion of Counsel or written advice of a qualified tax expert, such counsel or tax expert being reasonably acceptable to the Trustee: • an Officer’s Certificate stating , that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer Company has or will become obligated to pay such Additional Amounts as a result of such change change, amendment, application, interpretation or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indentureadministration.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction Mexico or any political subdivision or taxing authority or other instrumentality thereof or therein affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effectregulations, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date date on which the Notes we are offering are issued (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV Section 4.1 of the Indenture, shall be treated for this purpose as the date of such transaction) ), we would be have become obligated, or will become obligated, in each case after taking all reasonable measures to avoid this requirement, to pay Additional Amounts additional amounts in excess of those attributable to a Mexican withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”)Notes, then, at our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, and any additional amounts due thereon up to but not including the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts additional amounts if a payment on the Notes were then due, due and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts additional amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer Company will deliver to the Trustee: • an Officer· a certificate signed by one of the Company’s Certificate duly authorized representatives stating that the Issuer Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the IssuerCompany’s right to redeem have occurred, and • · an opinion of outside Mexican legal counsel (which may be the Company’s counsel) of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer Company has or will become obligated to pay such Additional Amounts additional amounts as a result of such change or amendment. This notice, once delivered by the Issuer Company to the Trustee, will be irrevocable. In the case The Company will give notice to DTC pursuant to Section 5.3 of any partial redemption, selection of redemption the Notes for Company proposes to make at least 30 days (but not more than 60 days) before the redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenturedate.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction Mexico or any political subdivision or taxing authority or other instrumentality thereof or therein affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effectregulations, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date date on which the Notes we are offering are issued (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV Section 4.1 of the Indenture, shall be treated for this purpose as the date of such transaction) ), we would be have become obligated, or will become obligated, in each case after taking all reasonable measures to avoid this requirement, to pay Additional Amounts additional amounts in excess of those attributable to a Mexican withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”)Notes, then, at our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, and any additional amounts due thereon up to but not including the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts additional amounts if a payment on the Notes were then due, due and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts additional amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer Company will deliver to the Trustee: • an Officera certificate signed by one of the Company’s Certificate duly authorized representatives stating that the Issuer Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the IssuerCompany’s right to redeem have occurred, and • an opinion of outside Mexican legal counsel (which may be the Company’s counsel) of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer Company has or will become obligated to pay such Additional Amounts additional amounts as a result of such change or amendment. This notice, once delivered by the Issuer Company to the Trustee, will be irrevocable. In the case The Company will give notice to DTC pursuant to Section 5.3 of any partial redemption, selection of redemption the Notes for Company proposes to make at least 30 days (but not more than 60 days) before the redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenturedate.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10% with respect to payments under the Notes (see “Additional Amounts”), then, at our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amountRedemption Price, plus any accrued and unpaid interest on the principal amount of the Notes, if any, Notes to the date of redemptionRedemption Date; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Financing Agreement. Prior to the publication of any notice of redemption pursuant to this provisionin accordance with the above, the Issuer we will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is we are entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s our right to redeem have occurred, and • an opinion of outside Mexican legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has we have or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer us to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price Redemption Price pursuant to the Indenture.

Optional Redemption for Changes in Withholding Taxes. If, with respect to any payment due or to become due under the Notes or the Indenture, as a result of any change in, or amendment to, or change in, the laws (or any rules regulations or regulations rulings promulgated thereunder) of a Taxing Relevant Jurisdiction affecting taxation, or any amendment to or change in an the existing official position regarding the application or interpretation or application of such laws, rules regulations or regulations that has rulings (including a general effectholding, judgment or order by a court of competent jurisdiction), which change or amendment to or change of such laws, rules or regulations becomes effective (i) with respect to the Company or any Subsidiary Guarantor, on or after the Issue Date Date, or (whichii) with respect to any Future Subsidiary Guarantor or Successor Company, in on or after the date on which such Future Subsidiary Guarantor or Successor Company becomes a Subsidiary Guarantor or Successor Company, the Company, a Successor Company or a Subsidiary Guarantor, as the case of a mergermay be, consolidation is, or other transaction permitted and described under Article IV shall be treated for this purpose as on the date of such transaction) we next Interest Payment Date would be obligatedbe, after taking all reasonable measures to avoid this requirement, required to pay Additional Amounts in excess Amounts, and such requirement cannot be avoided by the taking of those attributable to reasonable measures by the Company, a withholding tax rate of 10% with respect to Successor Company or a Subsidiary Guarantor, as the Notes (see “Additional Amounts”)case may be, then, at our option, all, but not less than all, of the Notes may be redeemed redeemed, at any time on the option of the Company or a Successor Company, as a whole but not in part, upon giving not less than 30 days’ nor more than 60 days’ noticenotice to the Holders and upon reasonable written notice in advance of such notice to Holders to the Trustee (which notice shall be irrevocable), at a redemption price equal to the U.S. Dollar Settlement Amount of 100% of the outstanding principal amountamount thereof, plus any together with accrued and unpaid interest on the principal amount of the Notes(including any Additional Amounts), if any, to the date of fixed by the Company or the Successor Company, as the case may be, for redemption; provided, however, provided that (1) no such notice of redemption for tax reasons may shall be given earlier than 90 days prior to the earliest date on which we the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as if a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection payment in respect of the Notes for redemption were then due. The Company will be made in accordance with Article V give not less than 30 days’ nor more than 60 days’ notice of any redemption. Any notice to holders of the IndentureNotes of such redemption shall include the appropriate calculation by the Company of the redemption price and the redemption price itself. The actual redemption price, calculated as described herein, shall be set forth in an Officers’ Certificate delivered to the Trustee at least 15 Business Days (but no more than 30 Business Days) prior to the Redemption Date. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-called for redemption as long as the Issuer Company has deposited with the Paying and Transfer Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we ), the Issuer or any Note Guarantors would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we the Issuer or any Note Guarantors would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.:

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, Notes to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer Company is prohibited from having such an option under the Facilities Financing Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer we will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is we are entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s our right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has we have or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer us to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Dateredemption date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereundera) of a Taxing Jurisdiction affecting taxation, or any amendment The Issuer is entitled to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), thenredeem Notes, at our its option, all, but not less than all, of the Notes may be redeemed at any time on giving in whole but not in part, upon not less than 30 nor more than 60 days’ noticenotice to the Holders of the Notes, at a redemption price equal to 100% of the outstanding principal amountamount thereof, plus any accrued and unpaid interest on the principal amount of the Notesinterest, if any, to to, but excluding, the date of redemption; providedredemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), howeverin the event any Payor has become or would become obligated to pay, that on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (but, in the case of a Guarantor, only if such amount could not be paid by the Issuer or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: (1) no a change in, or an amendment to, the laws (including any regulations or rulings promulgated thereunder) or treaties of any Relevant Taxing Jurisdiction; or (2) any change in, amendment to, or introduction of any official published position regarding the application, administration or interpretation of such laws or treaties (including any regulations or rulings promulgated thereunder and including the decision of any court, governmental agency or tribunal), in each case which change, amendment or introduction is publicly announced and becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the date of this Indenture, such later date) and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences. The Issuer is not required to give any such notice of redemption for tax reasons may be given (a) earlier than 90 days prior to the earliest date on which we the Issuer or the relevant Guarantor would be obligated to pay these Additional Amounts make such payment or withholding if a payment on in respect of the Notes or the Note Guarantees were then due, and (2b) unless at the time such notice of redemption is given such given, the obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. (b) Prior to the publication giving of any notice of redemption pursuant to this provisiondescribed in Section 3.08(a) hereof, the Issuer will deliver to the Trustee: • Trustee an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The Issuer has or will become also deliver to the Trustee an Opinion of Counsel of recognized standing to the effect that the Payor would be obligated to pay such Additional Amounts as a result of a change, amendment, or introduction described above. Absent manifest error, the Trustee will accept such change or amendment. This noticeOpinion of Counsel and Officer’s Certificate as sufficient evidence of the Payor’s obligations, once delivered by the Issuer to the Trusteepay such Additional Amounts, and it will be irrevocable. In conclusive and binding on the case of any partial redemption, selection Holders of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the IndentureNotes.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, Notes to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer Company is prohibited from having such an option under the Facilities Financing Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer we will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is we are entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s our right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has we have or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer us to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Dateredemption date, interest will cease to accrue on Notes or portions thereof called-called for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we ), the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we the Issuer or any Note Guarantor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement or the Credit Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.:

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction Mexico or any political subdivision or taxing authority or other instrumentality thereof or therein affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effectregulations, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date date on which the Notes we are offering are issued (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV Section 4.1 of the Indenture, shall be treated for this purpose as the date of such transaction) ), we would be have become obligated, or will become obligated, in each case after taking all reasonable measures to avoid this requirement, to pay Additional Amounts additional amounts in excess of those attributable to a Mexican withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”)Notes, then, at our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, and any additional amounts due thereon up to but not including the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts additional amounts if a payment on the Notes were then due, due and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts additional amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer Company will deliver to the Trustee: • an Officera certificate signed by one of the Company’s Certificate duly authorized representatives stating that the Issuer Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the IssuerCompany’s right to redeem have occurred, and • an opinion of outside Mexican legal counsel (which may be the Company’s counsel) of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer Company has or will become obligated to pay such Additional Amounts additional amounts as a result of such change or amendment. This notice, once delivered by the Issuer Company to the Trustee, will be irrevocable. In the case The Company will give notice to DTC pursuant to Section 5.3 of any partial redemption, selection of redemption the Notes for Company proposes to make at least 30 days (but not more than 60 days) before the redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenturedate.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we ), the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to to, but not including, the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we the Issuer or any Note Guarantor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the 2017 Facilities Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.:

Optional Redemption for Changes in Withholding Taxes. If, as a result of (a) At any amendment to, or change intime, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our option, Company may redeem all, but not less than all, of the Notes may be redeemed at any time Notes, on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amountamount thereof, plus any accrued and unpaid interest to the applicable Redemption Date (subject to the right of Holders of record on the principal relevant Record Date to receive interest due on the relevant Interest Payment Date), in the event that the Company or the Guarantors, as the case may be, has become or would become obligated to pay, on the next date on which any amount of would be payable with respect to the Notes, if any, to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of a change in or an amendment to the laws (including any regulations or rulings promulgated thereunder) of any Specified Tax Jurisdiction (or any relevant jurisdiction, political subdivision or taxing authority thereof or therein), or any change in or amendment to any official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment. This noticeamendment is announced or becomes effective on or after the date of this Indenture, once delivered by and the Issuer to Company or the TrusteeGuarantors, will be irrevocable. In as the case may be, cannot avoid such obligation by taking reasonable measures available to them; provided that the Board of any partial redemption, selection Directors of the Notes for redemption will be made Parent determines in accordance with Article V good faith that the aggregate amount of such Additional Amounts would create additional annual costs in excess of 0.50% of the Indenture. On and after the Redemption Date, interest will cease to accrue on aggregate principal amount of Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.then outstanding; and

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a Mexican withholding tax rate of 10% with respect to payments under the Notes (see “Additional Amounts”), then, at our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, Notes to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Financing Agreement. Prior to the publication of any notice of redemption pursuant to this provisionin accordance with the above, the Issuer we will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is we are entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s our right to redeem have occurred, and • an opinion of outside Mexican legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has we have or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer us to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Dateredemption date, interest will cease to accrue on Notes or portions thereof called-called for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we the Issuer or any Note Guarantor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.:

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, Notes to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the New Facilities Agreement. Prior to the publication delivery of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, Notes to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, provided further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Financing Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer we will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is we are entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s our right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has we have or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer us to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Dateredemption date, interest will cease to accrue on Notes or portions thereof called-called for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we ), the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we the Issuer or any note Guarantor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Credit Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.:

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article ‎Article IV shall be treated for this purpose as the date of such transaction) we ), the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to to, but not including, the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we the Issuer or any Note Guarantor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Credit Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.:

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we the Issuer or any Note Guarantor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement or the Credit Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.:

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we ), the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we the Issuer or any Note Guarantor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Credit Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with Article V of the Indenture. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.:

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amountRedemption Price, plus any accrued and unpaid interest on the principal amount of the Notes, if any, Notes to the date of redemptionRedemption Date; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee: • an Officer’s Certificate stating that the Issuer is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment. This notice, once delivered by the Issuer to the Trustee, will be irrevocable. In The issuer will pay the case of any partial redemption, selection of Redemption Price on the Notes for redemption will be made in accordance with Article V of the IndentureRedemption Date. On and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price Redemption Price pursuant to the Indenture.