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

Optional Redemption for Changes in Withholding Taxes. The Company may at any time, at its option without the prior agreement of Holders, redeem, in whole but not in part, the outstanding Notes at a redemption price of 100% of the principal amount thereof if it has become or would become obligated to pay any Additional Amounts (as defined in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes as a result of: (1) any change in or amendment to the laws (or regulations promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in the Indenture); or (2) any change in or amendment to any official position regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins or information circulars (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under the Notes prior to, at or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption of the Notes, the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the obligation to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No such notice of redemption may be given more than 90 days before or more than 365 days after the Company first becomes liable (or, if later, the earlier of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) to pay any Additional Amounts or Reimbursement Payments as a result of a change or amendment described above.

Optional Redemption for Changes in Withholding Taxes. The Company may at any timeIf, at its option without the prior agreement of Holders, redeem, in whole but not in part, the outstanding Notes at a redemption price of 100% of the principal amount thereof if it has become or would become obligated to pay any Additional Amounts (as defined in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes as a result of: (1) of any amendment to, or change in or amendment to in, the laws (or any rules or regulations promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of a Taxing Jurisdiction affecting taxation, or any Taxing Authority (as defined in the Indenture); or (2) any amendment to or change in an official interpretation or amendment to any official position regarding the application, administration or interpretation application of such laws, regulations, rulings, technical interpretations, interpretation bulletins rules or information circulars (including regulations that has a holding, judgment or order by a court of competent jurisdiction)general effect, which amendment to or change of such laws, rules or amendment is announced or is regulations becomes effective on or after the Issue Date (without regard 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 whether any Note Guarantor is or has been making any payments under avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes prior to(see “Additional Amounts”), then, at or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem our option, all, but not less than all, of the Notes pursuant 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 provisions set forth in outstanding principal amount, plus any accrued and unpaid interest on the immediately preceding paragraph that, prior to giving any notice of redemption principal amount of the Notes, the Company shall have delivered if any, to the Trustee date of redemption; provided, however, that (a1) an Officers’ Certificate stating that no notice of redemption for tax reasons may be given earlier than 90 days prior to the Company has determined in its reasonable judgment that 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 or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel remains in effect; provided, further, however, that the circumstances described in Issuer shall not have the immediately preceding paragraph existright to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. No such Prior to the publication of any notice of redemption may be given more than 90 days before or more than 365 days after the Company first becomes liable (or, if laterpursuant to this provision, the earlier 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 date on which it first becomes aware conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of its liability outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or the date on which it reasonably should have will become aware of its liability) obligated to pay any such Additional Amounts or Reimbursement Payments as a result of a such change or amendment described aboveamendment. 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. The Company may at any time, at its option without the prior agreement of Holdersoption, redeem, in whole but not in part, the outstanding Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest to the date of redemption if it has become or would become obligated to pay any Additional Amounts (as defined in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes as a result of: (1) any change in or amendment to the laws (or regulations promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in the Indenture); or (2) any change in or amendment to any official position regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins or information circulars (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under the Notes prior to, at or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption of the Notes, the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the obligation to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No such notice of redemption may be given more than 90 days before or more than 365 days after the Company first becomes liable (or, if later, the earlier of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) to pay any Additional Amounts or Reimbursement Payments as a result of a change or amendment described above.

Optional Redemption for Changes in Withholding Taxes. The Company may (a) Subject to the terms of, and the relative priorities and related rights set forth in, the Third Lien Intercreditor Agreement, at any time, at its option without the prior agreement Company may redeem all, but not less than all, of the Notes, on not less than 30 nor more than 60 days’ notice to the Holders, redeem, in whole but not in part, the outstanding Notes at a redemption price of equal to 100% of the principal amount thereof if it thereof, plus 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 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 pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (as defined in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes as a result of: (1) any of a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority Specified Tax Jurisdiction (as defined in the Indentureor any relevant jurisdiction, political subdivision or taxing authority thereof or therein); or (2) , or any change in or amendment to any official position regarding the application, administration application or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order holding by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date date of this Indenture, and the Company or the Guarantors, as the case may be, cannot avoid such obligation by taking reasonable measures available to them; provided that the Board of Directors of the Company determines in good faith that the aggregate amount of such Additional Amounts would create additional annual costs in excess of 0.50% of the aggregate principal amount of Notes then outstanding; and (without regard 1) no such notice of redemption shall be given earlier than 90 days prior to whether any Note Guarantor is the earliest date on which the Company or has been making any payments under the Guarantors, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Notes prior toor the Note Guarantee were then due, and (2) at or after the time any such change or amendment redemption notice is announced or effective)given, such obligation to pay Additional Amounts must remain in effect. It shall be a condition Prior to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption of the Notes, the Company shall have delivered will be required to deliver to the Trustee (ai) an Officers’ Certificate stating that (x) the Company has determined in its reasonable judgment that or the obligation Guarantors, as the case may be, cannot avoid obligations to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it them and (by) the Company is otherwise entitled to effect such redemption and attaching the resolutions of the Board of Directors of the Company as to additional annual costs described above and (ii) an Opinion opinion of Counsel independent legal counsel of recognized standing stating that the circumstances described Company would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations and, in the immediately preceding paragraph existcase of (i) and (ii), stating that the conditions precedent to the right of redemption have occurred. No such notice of redemption may be given more than 90 60 days before or more than 365 270 days after the Company or any Guarantors, as the case may be, first becomes liable (or, if later, the earlier or aware of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) to pay any Additional Amounts or Reimbursement Payments as a result of a change or amendment described above. (b) Any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 (“Notices to Trustee”) through 3.06 (“Notes Redeemed or Purchased in Part”) hereof.

Optional Redemption for Changes in Withholding Taxes. The Company may at any timeredeem the Notes, at its option without the prior agreement of Holdersoption, redeem, at any time in whole but not in part, the outstanding Notes upon not less than 30 nor more than 60 days’ notice (which notice will be irrevocable), at a redemption price of Redemption Price equal to 100% of the outstanding principal amount thereof of Notes, plus accrued and unpaid interest (if it any) to, but not including, the applicable Redemption Date and all Additional Amounts (if any) then due and which will become due on the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that the Company has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Company (as defined including making payment through a paying agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of the Indenture); or (2) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under the Notes prior to, at or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption date of the NotesIndenture. Notwithstanding the foregoing, the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the obligation to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No no such notice of redemption may be given more earlier than 90 60 days before or more than 365 days after prior to the Company first becomes liable (or, if later, the earlier of the earliest date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) Company would be obligated to pay any Additional Amounts if a payment in respect of the Notes were then due. Before the Company publishes, mails or Reimbursement Payments delivers notice of redemption of the Notes as described above, the Company will deliver to the Trustee and Paying Agent (a) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (b) an opinion of a nationally recognized independent legal counsel that the Company has or will become obligated to pay Additional Amounts as a result of a change the circumstances referred to in clause (1) or amendment (2) of the preceding paragraph. The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders. Except to the extent inconsistent with the foregoing, all provisions of Article 11 of the Indenture shall apply to any redemption pursuant to this Section 3.01.

Optional Redemption for Changes in Withholding Taxes. The Company may at any timeIf, at its option without the prior agreement of Holders, redeem, in whole but not in part, the outstanding Notes at a redemption price of 100% of the principal amount thereof if it has become or would become obligated to pay any Additional Amounts (as defined in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes as a result of: (1) of any amendment to, or change in or amendment to in, the laws (or any rules or regulations promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of a Taxing Jurisdiction affecting taxation, or any Taxing Authority (as defined in the Indenture); or (2) any amendment to or change in an official interpretation or amendment to any official position regarding the application, administration or interpretation application of such laws, regulations, rulings, technical interpretations, interpretation bulletins rules or information circulars (including regulations that has a holding, judgment or order by a court of competent jurisdiction)general effect, which amendment to or change of such laws, rules or amendment is announced or is regulations becomes effective on or after the Issue Date (without regard 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 whether any Note Guarantor is or has been making any payments under avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes prior to(see “Additional Amounts”), then, at or after 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 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 change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption of the Notes, the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the is given such obligation to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel remains in effect; provided, further, however, that the circumstances described in Issuer shall not have the immediately preceding paragraph existright to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement. No such Prior to the delivery of any notice of redemption may be given more than 90 days before or more than 365 days after the Company first becomes liable (or, if laterpursuant to this provision, the earlier 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 date on which it first becomes aware conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of its liability outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or the date on which it reasonably should have will become aware of its liability) obligated to pay any such Additional Amounts or Reimbursement Payments as a result of a such change or amendment described aboveamendment. 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. The Company Issuers may redeem the Notes, at their option, at any time, at its option without the prior agreement of Holders, redeem, time in whole but not in part, upon not less than 30 nor more than 60 days' notice (which notice will be irrevocable) by the outstanding Notes Partnership, at a redemption price of Redemption Price equal to 100% of the outstanding principal amount thereof of the Notes, plus accrued and unpaid interest (if it any) to, but excluding, the applicable Redemption Date and all Additional Amounts (if any) then due and which will become due on the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), in the event that the Partnership determines in good faith that either Issuer has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to such Issuer (as defined including making payment through a Paying Agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in Specified Tax Jurisdiction affecting taxation, which change or amendment is announced and becomes effective on or after the date of the Indenture); or (2) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is and becomes effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under the Notes prior to, at or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption date of the NotesIndenture. Notwithstanding the foregoing, the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the obligation to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No no such notice of redemption may be given more earlier than 90 60 days before or more than 365 days after prior to the Company first becomes liable (or, if later, the earlier of the earliest date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) such Issuer would be obligated to pay any Additional Amounts if a payment in respect of the Notes were then due. At least three (3) Business Days before the Partnership delivers notice of redemption of the Notes as described above, the Partnership will deliver to the Trustee and Paying Agent (a) an Officer's Certificate stating that the Issuers are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the applicable Issuer to so redeem have occurred and (b) an opinion of a nationally recognized independent legal counsel that the applicable Issuer has or Reimbursement Payments will become obligated to pay Additional Amounts as a result of a change the circumstances referred to in clause (1) or amendment (2) of the preceding paragraph. The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officer's Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders. Except to the extent inconsistent with the foregoing, all provisions of Article II of the Indenture shall apply to any redemption pursuant to this Section 3.01.

Optional Redemption for Changes in Withholding Taxes. (a) The Company may Issuer is entitled to redeem Notes, at their option, at any time, at its option without the prior agreement of Holders, redeem, time in whole but not in part, upon not less than 30 nor more than 60 days’ notice to the outstanding Notes Holders of the Notes, at a redemption price of equal to 100% of the outstanding principal amount thereof thereof, plus accrued and unpaid interest, if it any, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event any Payor has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (as defined but, in the Indenture) case of a Guarantor, only if such amount could not be paid by the Issuer or any Reimbursement Payments (as defined another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in the Indenture) in respect of the Notes each case, as a result of: (1) any a change in in, or an amendment to to, the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins ) or information circulars) treaties of any Relevant Taxing Authority (as defined in the Indenture)Jurisdiction; or (2) any change in in, amendment to, or amendment to introduction of any official published position regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins laws or information circulars treaties (including a holdingany regulations or rulings promulgated thereunder and including the decision of any court, judgment governmental agency or order by a court of competent jurisdictiontribunal), in each case which change change, amendment or amendment introduction is publicly announced or is becomes effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under or, if the Notes prior to, at or Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption date of the NotesIndenture, such later date) and the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the obligation to pay such Additional Amounts or Reimbursement Payments Payor cannot be avoided avoid such obligation by the Company 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 foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor permitted under Article 5 hereof is incorporated, organized or otherwise resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. (b) Prior to the giving of any notice of redemption described in Section 3.08(a) hereof, the Issuer will deliver to the Trustee an Officer’s Certificate to the effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The Issuer will also deliver to the Trustee an Opinion of Counsel of recognized standing to the effect that the circumstances described in the immediately preceding paragraph exist. No such notice of redemption may Payor would be given more than 90 days before or more than 365 days after the Company first becomes liable (or, if later, the earlier of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) obligated to pay any Additional Amounts or Reimbursement Payments as a result of a change change, amendment, or amendment introduction described above. Absent manifest error, the Trustee will accept such Opinion of Counsel and Officer’s Certificate as sufficient evidence of the Payor’s obligations, to pay such Additional Amounts, and it will be conclusive and binding on the Holders of the Notes.

Optional Redemption for Changes in Withholding Taxes. (a) The Company may at any timeredeem the Notes, at its option without the prior agreement of Holders, redeemoption, in whole whole, but not in part, the outstanding Notes at any time at a redemption price of 100% of the outstanding principal amount thereof if it if: (i) as a result of any amendment to, or change in, the laws (or any rules or regulations promulgated thereunder) of Mexico (or any political subdivision or taxing authority thereof or therein), or as the direct result of the execution of any amendment to any treaty or treaties affecting taxation of which Mexico (or any political subdivision or taxing authority thereof or therein) is a party, or any amendment to or change in an official interpretation of general applicability or application regarding such laws, rules, regulations or treaties by applicable taxing authorities, which amendment, change, application or interpretation becomes effective after the Issue Date, the Payor has become or would become shall be obligated to pay any Additional Amounts (as defined in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes pursuant to the terms and conditions thereof in an aggregate amount (taking into account all Additional Amounts paid or to be paid to all Holders) at least 15% greater than those attributable to the Mexican withholding tax rate imposed on interest payments to Holders as of the Issue Date; and (ii) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Payor that do not require undue efforts or costs (such reasonable measures to include, without limitation, making payment through a result ofpaying agent located in a non-Mexican jurisdiction, but not to include having a non-Mexican entity assume the Payor’s obligations under the Notes); provided, that: (1) any change in or amendment no such notice of redemption may be given earlier than 90 days prior to the laws (or regulations promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in earliest date on which the Indenture)Payor would but for such redemption be obligated to pay such Additional Amounts; orand (2) any change in or amendment to any official position regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins or information circulars (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under the Notes prior to, at or after the time such change or amendment notice is announced or effective). It shall be a condition given, the Payor’s obligation to pay such Additional Amounts remains in effect. (b) Prior to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving publication of any notice of redemption of the Notespursuant to this provision, the Company Payor shall have delivered deliver to the Trustee Trustee: (ai) an Officers’ Certificate stating that the Company has determined in its reasonable judgment is entitled to effect such redemption and setting forth a statement of facts showing that the obligation conditions precedent to the right of the Company so to redeem have occurred; and (ii) an Opinion of Counsel independent of the Company of recognized standing to the effect that the Payor has or shall become obligated to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No such notice of redemption may be given more than 90 days before or more than 365 days after the Company first becomes liable (or, if later, the earlier of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) to pay any Additional Amounts or Reimbursement Payments as a result of a such change or amendment described aboveamendment. (c) Any redemption pursuant to this Section 5.8 shall be made pursuant to the provisions of Section 5.2 through Section 5.7 hereof.

Optional Redemption for Changes in Withholding Taxes. The Company may at any timeredeem the Notes, at its option without the prior agreement of Holdersoption, redeem, at any time in whole but not in part, upon not less than 30 nor more than 60 days’ prior written notice to the outstanding Notes Holders (which notice shall be irrevocable), at a redemption price of equal to 100% of the outstanding principal amount thereof of Notes, plus accrued and unpaid interest to, but excluding, the applicable date fixed for redemption, and all Additional Amounts (if it any) then due and which will become due on the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that the Company has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Company (as defined including making payment through a paying agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1a) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of this First Supplemental Indenture); or (2b) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date (without regard date of this First Supplemental Indenture. Notwithstanding the foregoing, no notice of redemption for changes in withholding taxes may be given earlier than 60 days prior to whether any Note Guarantor is or has been making any payments under the earliest date on which the Company would be obligated to pay Additional Amounts if a payment in respect of the Notes prior to, at or after were then due. At least five calendar days before the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any Company provides notice of redemption of the NotesNotes as set forth in Section 3.03 of the Indenture and Section 3.01(b) of this First Supplemental Indenture, the Company shall have delivered will deliver to the Trustee and Paying Agent (ai) an Officers’ Certificate stating that the Company has determined in its reasonable judgment is entitled to effect such redemption and setting forth a statement of facts showing that the obligation conditions precedent to the right of the Company to so redeem have occurred and (ii) an opinion of a nationally recognized independent legal counsel that the Company has or will become obligated to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No such notice of redemption may be given more than 90 days before or more than 365 days after the Company first becomes liable (or, if later, the earlier of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) to pay any Additional Amounts or Reimbursement Payments as a result of a change the circumstances referred to in clause (a) or amendment (b) of the preceding paragraph. The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officers’ Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders. Except to the extent inconsistent with the foregoing, all provisions of Article III of the Indenture shall apply to any redemption pursuant to this Section 3.02.

Optional Redemption for Changes in Withholding Taxes. The Company may at any timeredeem the Notes, at its option without the prior agreement of Holdersoption, redeem, at any time in whole but not in part, upon not less than 30 nor more than 60 days' prior written notice to the outstanding Notes Holders (which notice shall be irrevocable), at a redemption price of equal to 100% of the outstanding principal amount thereof of Notes, plus accrued and unpaid interest to, but excluding, the applicable date fixed for redemption, and all Additional Amounts (if it any) then due and which will become due on the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that the Company has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Company (as defined including making payment through a paying agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1a) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of this Third Supplemental Indenture); or (2b) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date (without regard date of this Third Supplemental Indenture. Notwithstanding the foregoing, no notice of redemption for changes in withholding taxes may be given earlier than 60 days' prior to whether any Note Guarantor is or has been making any payments under the earliest date on which the Company would be obligated to pay Additional Amounts if a payment in respect of the Notes prior to, at or after were then due. At least five calendar days before the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any Company provides notice of redemption of the NotesNotes as set forth in Section 3.03 of the Indenture and Section 3.01 of this Third Supplemental Indenture, the Company shall have delivered will deliver to the Trustee and Paying Agent (ai) an Officers’ ' Certificate stating that the Company has determined in its reasonable judgment is entitled to effect such redemption and setting forth a statement of facts showing that the obligation conditions precedent to the right of the Company to so redeem have occurred and (ii) an opinion of a nationally recognized independent legal counsel that the Company has or will become obligated to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No such notice of redemption may be given more than 90 days before or more than 365 days after the Company first becomes liable (or, if later, the earlier of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) to pay any Additional Amounts or Reimbursement Payments as a result of a change the circumstances referred to in clause (a) or amendment (b) of the preceding paragraph. The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officers' Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders. Except to the extent inconsistent with the foregoing, all provisions of Article 3 of the Indenture shall apply to any redemption pursuant to this Section 3.03.

Optional Redemption for Changes in Withholding Taxes. The Company may at any timeredeem the Notes, at its option without the prior agreement of Holdersoption, redeem, at any time in whole but not in part, upon not less than 30 nor more than 60 days’ prior written notice to the outstanding Notes Holders (which notice shall be irrevocable), at a redemption price of equal to 100% of the outstanding principal amount thereof of Notes, plus accrued and unpaid interest to, but excluding, the applicable date fixed for redemption, and all Additional Amounts (if it any) then due and which will become due on the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that the Company has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Company (as defined including making payment through a paying agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1a) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of this First Supplemental Indenture); or (2b) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date (without regard date of this First Supplemental Indenture. Notwithstanding the foregoing, no notice of redemption for changes in withholding taxes may be given earlier than 60 days prior to whether any Note Guarantor is or has been making any payments under the earliest date on which the Company would be obligated to pay Additional Amounts if a payment in respect of the Notes prior to, at or after were then due. At least five calendar days before the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any Company provides notice of redemption of the NotesNotes as set forth in Section 3.03 of the Indenture and Section 3.01(b) of this First Supplemental Indenture, the Company shall have delivered will deliver to the Trustee and Paying Agent (ai) an Officers’ Certificate stating that the Company has determined in its reasonable judgment is entitled to effect such redemption and setting forth a statement of facts showing that the obligation conditions precedent to the right of the Company to so redeem have occurred and (ii) an opinion of independent legal counsel of recognized standing satisfactory to the Trustee and Paying Agent that the Company has or will become obligated to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No such notice of redemption may be given more than 90 days before or more than 365 days after the Company first becomes liable (or, if later, the earlier of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) to pay any Additional Amounts or Reimbursement Payments as a result of a change the circumstances referred to in clause (a) or amendment (b) of the preceding paragraph. The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officers’ Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders. Except to the extent inconsistent with the foregoing, all provisions of Article III of the Indenture shall apply to any redemption pursuant to this Section 3.02.

Optional Redemption for Changes in Withholding Taxes. The Company may at (a) At any time, at its option without the prior agreement of HoldersCompany may redeem all, redeem, in whole but not in partless than all, of the outstanding Notes Notes, on not less than 30 nor more than 60 days’ notice, at a redemption price of equal to 100% of the principal amount thereof if it thereof, plus accrued and unpaid interest to the applicable Redemption Date (subject to the right of Holders of record on the 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 pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (as defined in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes as a result of: (1) any of a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority Specified Tax Jurisdiction (as defined in the Indentureor any relevant jurisdiction, political subdivision or taxing authority thereof or therein); or (2) , or any change in or amendment to any official position regarding the application, administration application or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order holding by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date date of this Indenture, and the Company or the Guarantors, as the case may be, cannot avoid such obligation by taking reasonable measures available to them; provided that the Board of Directors of the Parent determines in good faith that the aggregate amount of such Additional Amounts would create additional annual costs in excess of 0.50% of the aggregate principal amount of Notes then outstanding; and (without regard A) no such notice of redemption shall be given earlier than 60 days prior to whether any Note Guarantor is the earliest date on which the Company or has been making any payments under the Guarantors, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Notes prior toor the Note Guarantee were then due, and (B) at or after the time any such change or amendment redemption notice is announced or effective)given, such obligation to pay Additional Amounts must remain in effect. It shall be a condition Prior to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption of the Notes, the Company shall have delivered will be required to deliver to the Trustee (ai) an Officers’ Certificate stating that (x) the Company has determined in its reasonable judgment that or the obligation Guarantors, as the case may be, cannot avoid obligations to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it them and (by) the Company is otherwise entitled to effect such redemption and attaching the resolutions of the Board of Directors of the Parent as to additional annual costs described above and (ii) an Opinion opinion of Counsel independent legal counsel of recognized standing stating that the circumstances described Company would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations and, in the immediately preceding paragraph existcase of (i) and (ii), stating that the conditions precedent to the right of redemption have occurred. No such notice of redemption may be given more than 90 60 days before or more than 365 270 days after the Company or any Guarantors, as the case may be, first becomes liable (or, if later, the earlier or aware of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) to pay any Additional Amounts or Reimbursement Payments as a result of a change or amendment described above. (b) Any redemption pursuant to this Section shall be made pursuant to the provisions of Sections 3.01 (“Notices to Trustee”) through 3.06 (“Notes Redeemed or Purchased in Part”) hereof.

Optional Redemption for Changes in Withholding Taxes. The Company may at any timeredeem the Notes, at its option without the prior agreement of Holdersoption, redeem, at any time in whole but not in part, upon not less than 30 days nor more than 60 days’ prior written notice to the outstanding Notes Holders (which notice shall be irrevocable), at a redemption price of equal to 100% of the outstanding principal amount thereof of Notes, plus accrued and unpaid interest to, but excluding, the applicable Redemption Date, and all Additional Amounts (if it any) then due and which will become due on the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that the Company has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Company (as defined including making payment through a paying agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1a) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of this First Supplemental Indenture); or (2b) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date (without regard date of this First Supplemental Indenture. Notwithstanding the foregoing, no notice of redemption for changes in withholding taxes may be given earlier than 60 days prior to whether any Note Guarantor is or has been making any payments under the earliest date on which the Company would be obligated to pay Additional Amounts if a payment in respect of the Notes prior to, at or after were then due. At least two Business Days before the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any Company provides notice of redemption of the NotesNotes as set forth in Section 3.03 of the Base Indenture and Section 3.01(d) of this First Supplemental Indenture, the Company shall have delivered will deliver to the Trustee and Paying Agent (ai) an Officers’ Certificate stating that the Company has determined in its reasonable judgment is entitled to effect such redemption and setting forth a statement of facts showing that the obligation conditions precedent to the right of the Company to so redeem have occurred and (ii) an opinion of independent legal counsel of recognized standing satisfactory to the Trustee and Paying Agent that the Company has or will become obligated to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No such notice of redemption may be given more than 90 days before or more than 365 days after the Company first becomes liable (or, if later, the earlier of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) to pay any Additional Amounts or Reimbursement Payments as a result of a change the circumstances referred to in clause (a) or amendment (b) of the preceding paragraph. The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officers’ Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders.

Optional Redemption for Changes in Withholding Taxes. The Company may at (a) At any time, at its option without the prior agreement Company may redeem all, but not less than all, of the Notes, on not less than 30 nor more than 60 days’ notice to the Holders, redeem, in whole but not in part, the outstanding Notes at a redemption price of equal to 100% of the principal amount thereof if it thereof, plus accrued and unpaid interest to the applicable Redemption Date (subject to the right of Holders of record on the 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 pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (as defined in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes as a result of: (1) any of a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority Specified Tax Jurisdiction (as defined in the Indentureor any relevant jurisdiction, political subdivision or taxing authority thereof or therein); or (2) , or any change in or amendment to any official position regarding the application, administration application or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order holding by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date date of this Indenture, and the Company or the Guarantors, as the case may be, cannot avoid such obligation by taking reasonable measures available to them; provided that the Board of Directors of Parent determines in good faith that the aggregate amount of such Additional Amounts would create additional annual costs in excess of 0.50% of the aggregate principal amount of Notes then outstanding; and (without regard 1) no such notice of redemption shall be given earlier than 60 days prior to whether any Note Guarantor is the earliest date on which the Company or has been making any payments under the Guarantors, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Notes prior toor the Note Guarantee were then due, and (2) at or after the time any such change or amendment redemption notice is announced or effective)given, such obligation to pay Additional Amounts must remain in effect. It shall be a condition Prior to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption of the Notes, the Company shall have delivered will be required to deliver to the Trustee (ai) an Officers’ Certificate stating that (x) the Company has determined in its reasonable judgment that or the obligation Guarantors, as the case may be, cannot avoid obligations to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it them and (by) the Company is otherwise entitled to effect such redemption and attaching the resolutions of the Board of Directors of Parent as to additional annual costs described above and (ii) an Opinion opinion of Counsel independent legal counsel of recognized standing stating that the circumstances described Company would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations and, in the immediately preceding paragraph existcase of (i) and (ii), stating that the conditions precedent to the right of redemption have occurred. No such notice of redemption may be given more than 90 60 days before or more than 365 270 days after the Company or any Guarantors, as the case may be, first becomes liable (or, if later, the earlier or aware of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) to pay any Additional Amounts or Reimbursement Payments as a result of a change or amendment described above. (b) Any redemption pursuant to this Section shall be made pursuant to the provisions of Sections 3.01 (“Notices to Trustee”) through 3.06 (“Notes Redeemed or Purchased in Part”) hereof.

Optional Redemption for Changes in Withholding Taxes. The Company may at any timeIf, at its option without the prior agreement of Holders, redeem, in whole but not in part, the outstanding Notes at a redemption price of 100% of the principal amount thereof if it has become or would become obligated to pay any Additional Amounts (as defined in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes as a result of: (1) of any amendment to, or change in or amendment to in, the laws (or any rules or regulations promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of a Taxing Jurisdiction affecting taxation, or any Taxing Authority (as defined in the Indenture); or (2) any amendment to or change in an official interpretation or amendment to any official position regarding the application, administration or interpretation application of such laws, regulations, rulings, technical interpretations, interpretation bulletins rules or information circulars (including regulations that has a holding, judgment or order by a court of competent jurisdiction)general effect, which amendment to or change of such laws, rules or amendment is announced or is regulations becomes effective on or after the Issue Date (without regard 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 whether any Note Guarantor is or has been making any payments under avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes prior to(see “Additional Amounts”), then, at or after 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 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 change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption of the Notes, the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the is given such obligation to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel remains in effect; provided, further, however, that the circumstances described in Issuer shall not have the immediately preceding paragraph existright to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the New Facilities Agreement. No such Prior to the delivery of any notice of redemption may be given more than 90 days before or more than 365 days after the Company first becomes liable (or, if laterpursuant to this provision, the earlier 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 date on which it first becomes aware conditions precedent to the Issuer’s right to redeem have occurred, and • an opinion of its liability outside legal counsel of recognized standing in the affected Taxing Jurisdiction to the effect that the Issuer has or the date on which it reasonably should have will become aware of its liability) obligated to pay any such Additional Amounts or Reimbursement Payments as a result of a such change or amendment described aboveamendment. 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. (a) The Company may at any timeredeem the Notes, at its option without the prior agreement of Holdersoption, redeemat any time in whole, in whole but not in part, upon not less than 30 nor more than 60 days' notice to the outstanding Notes Holders (which notice will be irrevocable), at a redemption price of equal to 100% of the outstanding principal amount thereof of Notes, plus accrued and unpaid interest, if it any, to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in the event that the Company determines in good faith that the Company or any Guarantor has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, or the Note Guarantees Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Company or the relevant Guarantor, as applicable (as defined including making payment through a Paying Agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: of (1i) any a change in or an amendment to the laws or treaties (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of this Indenture or (as defined in the Indenture); or (2ii) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulationstreaties, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date date of this Indenture. (without regard b) Notwithstanding the foregoing, no such notice of redemption may be given earlier than 60 days prior to whether any Note Guarantor is the earliest date on which the Company or has been making any payments under the relevant Guarantor, as applicable, would be obligated to pay Additional Amounts if a payment in respect of the Notes prior toor the Note Guarantees were then due. Before the Company publishes, at mails or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any delivers notice of redemption of the NotesNotes as described above, the Company shall have delivered deliver to the Trustee and Paying Agent (ai) an Officers’ ' Certificate stating that the Company has determined in its reasonable judgment is entitled to effect such redemption and setting forth a statement of facts showing that the obligation conditions precedent to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the right of the Company taking reasonable measures available to it so redeem have occurred and (bii) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No such notice of redemption may be given more than 90 days before Company or more than 365 days after the Company first becomes liable (or, if later, the earlier of the date on which it first becomes aware of its liability any Guarantor has or the date on which it reasonably should have will become aware of its liability) obligated to pay any Additional Amounts or Reimbursement Payments as a result of a change the circumstances referred to in Section 3.08(a)(i) or amendment Section 3.08(a)(ii). (c) The Trustee and Paying Agent shall accept and shall be entitled to conclusively rely upon the Officers' Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they shall be conclusive and binding on the Holders. (d) Any redemption pursuant to this Section 3.08(d) shall be made pursuant to the provisions of Sections 3.01 ("Notices to Trustee") through 3.06 ("Notes Redeemed or Purchased in Part") hereof.

Optional Redemption for Changes in Withholding Taxes. (a) The Company may at any timeredeem the Notes, at its option without the prior agreement of Holders, redeemoption, in whole whole, but not in part, the outstanding Notes at any time at a redemption price of 100% of the outstanding principal amount thereof if it if: (i) as a result of any amendment to, or change in, the laws (or any rules or regulations promulgated thereunder) of Mexico (or any political subdivision or taxing authority thereof or therein), or as the direct result of the execution of any amendment to any treaty or treaties affecting taxation of which Mexico (or any political subdivision or taxing authority thereof or therein) is a party, or any amendment to or change in an official interpretation of general applicability or application regarding such laws, rules, regulations or treaties by applicable taxing authorities, which amendment, change, application or interpretation becomes effective after the Issue Date, the Payor has become or would become shall be obligated to pay any Additional Amounts (as defined in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes pursuant to the terms and conditions thereof in an aggregate amount (taking into account all Additional Amounts paid or to be paid to all Holders) at least 15% greater than those attributable to the Mexican withholding tax rate imposed on interest payments to Holders as of the Issue Date; and (ii) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Payor that do not require undue efforts or costs (such reasonable measures to include, without limitation, making payment through a result ofpaying agent located in a non-Mexican jurisdiction, but not to include having a non-Mexican entity assume the Payor’s obligations under the Notes); provided that: (1) any change in or amendment no such notice of redemption may be given earlier than 90 days prior to the laws (or regulations promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in earliest date on which the Indenture)Payor would but for such redemption be obligated to pay such Additional Amounts; orand (2) any change in or amendment to any official position regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins or information circulars (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under the Notes prior to, at or after the time such change or amendment notice is announced or effective). It shall be a condition given, the Payor’s obligation to pay such Additional Amounts remains in effect. (b) Prior to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving publication of any notice of redemption of the Notespursuant to this provision, the Company Payor shall have delivered deliver to the Trustee Trustee: (ai) an Officers’ Certificate stating that the Company has determined in its reasonable judgment is entitled to effect such redemption and setting forth a statement of facts showing that the obligation conditions precedent to the right of the Company so to redeem have occurred; and (ii) an Opinion of Counsel independent of the Company of recognized standing to the effect that the Payor has or shall become obligated to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No such notice of redemption may be given more than 90 days before or more than 365 days after the Company first becomes liable (or, if later, the earlier of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) to pay any Additional Amounts or Reimbursement Payments as a result of a such change or amendment described aboveamendment. (c) Any redemption pursuant to this Section 5.8 shall be made pursuant to the provisions of Section 5.2 through Section 5.7 hereof.

Optional Redemption for Changes in Withholding Taxes. The Company may at any timeredeem the Notes, at its option without the prior agreement of Holdersoption, redeem, at any time in whole but not in part, the outstanding Notes upon not less than 30 nor more than 60 days’ notice (which notice will be irrevocable), at a redemption price of Redemption Price equal to 100% of the outstanding principal amount thereof of Notes, plus accrued and unpaid interest (if it any) to, but not including, the applicable Redemption Date and all Additional Interest and Additional Amounts (if any) then due and which will become due on the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date and Additional Interest and Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that the Company has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Company (as defined including making payment through a paying agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of the Republic of Xxxxxxxx Islands or any Taxing Authority political subdivision, or any other jurisdiction in which the Company (as defined in including any successor entity) is organized or is otherwise resident for tax purposes, affecting taxation, which change or amendment is announced or becomes effective on or after the date of this Second Supplemental Indenture); or (2) any change in or amendment to any official position of a taxing authority in the Republic of Xxxxxxxx Islands or any political subdivision, or any other jurisdiction in which the Company (including any successor entity) is organized or is otherwise resident for tax purposes regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under date of this Second Supplemental Indenture. Notwithstanding the Notes prior toforegoing, at or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption of the Notes, the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the obligation to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No no such notice of redemption may be given more earlier than 90 60 days before or more than 365 days after prior to the Company first becomes liable (or, if later, the earlier of the earliest date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) Company would be obligated to pay any Additional Amounts if a payment in respect of the Notes were then due. Before the Company publishes, mails or Reimbursement Payments delivers notice of redemption of the Notes as described above, the Company will deliver to the Trustee and Paying Agent (a) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (b) an opinion of a nationally recognized independent legal counsel that the Company has or will become obligated to pay Additional Amounts as a result of a change the circumstances referred to in clause (1) or amendment (2) of the preceding paragraph. The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders. Except to the extent inconsistent with the foregoing, all provisions of Article 11 of the Base Indenture shall apply to any redemption pursuant to this Section 3.01.

Optional Redemption for Changes in Withholding Taxes. The Company may at any timeredeem the Notes, at its option without the prior agreement of Holdersoption, redeem, at any time in whole but not in part, the outstanding Notes upon not less than 30 nor more than 60 days’ notice (which notice will be irrevocable), at a redemption price of Redemption Price equal to 100% of the outstanding principal amount thereof of Notes, plus accrued and unpaid interest (if it any) to, but not including, the applicable Redemption Date and all Additional Interest and Additional Amounts (if any) then due and which will become due on the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date and Additional Interest and Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that the Company has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Company (as defined including making payment through a paying agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1) any . a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of the Republic of Xxxxxxxx Islands or any Taxing Authority political subdivision, or any other jurisdiction in which the Company (as defined in including any successor entity) is organized or is otherwise resident for tax purposes, affecting taxation, which change or amendment is announced or becomes effective on or after the date of this Ninth Supplemental Indenture); or (2) . any change in or amendment to any official position of a taxing authority in the Republic of Xxxxxxxx Islands or any political subdivision, or any other jurisdiction in which the Company (including any successor entity) is organized or is otherwise resident for tax purposes regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under date of this Ninth Supplemental Indenture. Notwithstanding the Notes prior toforegoing, at or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption of the Notes, the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the obligation to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No no such notice of redemption may be given more earlier than 90 60 days before or more than 365 days after prior to the Company first becomes liable (or, if later, the earlier of the earliest date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) Company would be obligated to pay any Additional Amounts if a payment in respect of the Notes were then due. Before the Company publishes, mails or Reimbursement Payments delivers notice of redemption of the Notes as described above, the Company will deliver to the Trustee and Paying Agent (a) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (b) an opinion of a nationally recognized independent legal counsel that the Company has or will become obligated to pay Additional Amounts as a result of a change the circumstances referred to in clause (1) or amendment (2) of the preceding paragraph. The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders. Except to the extent inconsistent with the foregoing, all provisions of Article 11 of the Base Indenture shall apply to any redemption pursuant to this Section 3.01.

Optional Redemption for Changes in Withholding Taxes. The Company may at any time, at its option without the prior agreement of Holders, redeem, in whole but not in part, the outstanding Notes at a redemption price of 100% of the principal amount thereof if it the Company or a Note Guarantor has become or would become obligated to pay any Additional Amounts (as defined in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes as a result of: (1) any change in or amendment to the laws (or regulations promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in the Indenture); or (2) any change in or amendment to any official position regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins or information circulars (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under the Notes prior to, at or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption of the Notes, the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the obligation to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No such notice of redemption may be given more than 90 days before or more than 365 days after the Company or a Note Guarantor first becomes liable (or, if later, the earlier of the date on which it the Company first becomes aware of its such liability or the date on which it reasonably should have become aware of its such liability) to pay any Additional Amounts or Reimbursement Payments as a result of a change or amendment described above.

Optional Redemption for Changes in Withholding Taxes. (a) The Company may at any timeredeem the Notes, at its option without the prior agreement of Holdersoption, redeem, at any time in whole but not in part, upon not less than 30 nor more than 60 days’ prior written notice (which notice will be irrevocable) by the outstanding Notes Company, at a redemption price of equal to 100% of the outstanding principal amount thereof of Notes, plus accrued and unpaid interest (if it any) to, but not including, the applicable redemption date and all Additional Amounts (if any) then due and which will become due on the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that the Company or the applicable Guarantor has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes or Note Guarantees, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Company or such Guarantor (as defined including making payment through a paying agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of this Indenture); or (2) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under the Notes prior to, at or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice date of redemption of the Notes, the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the obligation to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and this Indenture. (b) an Opinion of Counsel that Notwithstanding the circumstances described in the immediately preceding paragraph exist. No foregoing, no such notice of redemption may be given more earlier than 90 60 days before or more than 365 days after prior to the Company first becomes liable (or, if later, the earlier of the earliest date on which it first becomes aware the Company or such Guarantor would be obligated to pay Additional Amounts if a payment in respect of its liability the Notes or the date on which it reasonably should Note Guarantees were then due. Before the Company gives the notice of redemption of the Notes as described above, the Company will deliver to the Trustee and Paying Agent (a) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (b) an opinion of independent legal counsel of recognized standing satisfactory to the Trustee and Paying Agent that the Company or the applicable Guarantor has or will become aware of its liability) obligated to pay any Additional Amounts or Reimbursement Payments as a result of a change the circumstances referred to in clauses (1) or amendment (2) of Section 3.10(a). (c) The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders.

Optional Redemption for Changes in Withholding Taxes. (a) The Company may at any timeredeem the Notes, at its option without the prior agreement of Holdersoption, redeem, at any time in whole but not in part, upon not less than 30 nor more than 60 days’ prior written notice (which notice will be irrevocable) by the outstanding Notes Company, at a redemption price of equal to 100% of the outstanding principal amount thereof of Notes, plus accrued and unpaid interest (if it any) to, but not including, the applicable redemption date and all Additional Amounts (if any) then due and which will become due on the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that the Company or the applicable Guarantor has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes or Note Guarantees, Additional Amounts (as defined in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes as a result of:73 KE 79433857.6 (1) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of this Indenture); or or (2) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under the Notes prior to, at or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice date of redemption of the Notes, the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the obligation to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and this Indenture. (b) an Opinion of Counsel that Notwithstanding the circumstances described in the immediately preceding paragraph exist. No foregoing, no such notice of redemption may be given more earlier than 90 60 days before or more than 365 days after prior to the Company first becomes liable (or, if later, the earlier of the earliest date on which it first becomes aware the Company or such Guarantor would be obligated to pay Additional Amounts if a payment in respect of its liability the Notes or the date on which it reasonably should Note Guarantees were then due. Before the Company gives the notice of redemption of the Notes as described above, the Company will deliver to the Trustee and Paying Agent (a) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (b) an opinion of independent legal counsel of recognized standing satisfactory to the Trustee and Paying Agent that the Company or the applicable Guarantor has or will become aware of its liability) obligated to pay any Additional Amounts or Reimbursement Payments as a result of a change the circumstances referred to in clauses (1) or amendment (2) of Section 3.10(a). (c) The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders.

Optional Redemption for Changes in Withholding Taxes. The Company may at any timeredeem the Notes, at its option without the prior agreement of Holdersoption, redeem, at any time in whole but not in part, upon not less than 30 days nor more than 60 days’ prior written notice to the outstanding Notes Holders (which notice shall be irrevocable), at a redemption price of equal to 100% of the outstanding principal amount thereof of Notes, plus accrued and unpaid interest to, but excluding, the applicable Redemption Date, and all Additional Amounts (if it any) then due and which will become due on the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that the Company has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Company (as defined including making payment through a paying agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1a) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of this Second Supplemental Indenture); or (2b) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date (without regard date of this Second Supplemental Indenture. Notwithstanding the foregoing, no notice of redemption for changes in withholding taxes may be given earlier than 60 days prior to whether any Note Guarantor is or has been making any payments under the earliest date on which the Company would be obligated to pay Additional Amounts if a payment in respect of the Notes prior to, at or after were then due. At least two Business Days before the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any Company provides notice of redemption of the NotesNotes as set forth in Section 3.03 of the Base Indenture and Section 3.01(d) of this Second Supplemental Indenture, the Company shall have delivered will deliver to the Trustee and Paying Agent (ai) an Officers’ Certificate stating that the Company has determined in its reasonable judgment is entitled to effect such redemption and setting forth a statement of facts showing that the obligation conditions precedent to the right of the Company to so redeem have occurred and (ii) an opinion of independent legal counsel of recognized standing satisfactory to the Trustee and Paying Agent that the Company has or will become obligated to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No such notice of redemption may be given more than 90 days before or more than 365 days after the Company first becomes liable (or, if later, the earlier of the date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) to pay any Additional Amounts or Reimbursement Payments as a result of a change the circumstances referred to in clause (a) or amendment (b) of the preceding paragraph. The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officers’ Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders.

Optional Redemption for Changes in Withholding Taxes. The Company may at any timeredeem the Notes, at its option without the prior agreement of Holdersoption, redeem, at any time in whole but not in part, the outstanding Notes upon not less than 30 nor more than 60 days’ notice (which notice will be irrevocable), at a redemption price of Redemption Price equal to 100% of the outstanding principal amount thereof of Notes, plus accrued and unpaid interest (if it any) to the applicable Redemption Date and all Additional Amounts (if any) then due and which will become due on the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that the Company has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Company (as defined including making payment through a paying agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of the Indenture); or (2) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under the Notes prior to, at or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption date of the NotesIndenture. Notwithstanding the foregoing, the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the obligation to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No no such notice of redemption may be given more earlier than 90 60 days before or more than 365 days after prior to the Company first becomes liable (or, if later, the earlier of the earliest date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) Company would be obligated to pay any Additional Amounts if a payment in respect of the Notes were then due. Before the Company publishes, mails or Reimbursement Payments delivers notice of redemption of the Notes as described above, the Company will deliver to the Trustee and Paying Agent (a) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (b) an opinion of a nationally recognized independent legal counsel that the Company has or will become obligated to pay Additional Amounts as a result of a change the circumstances referred to in clause (1) or amendment (2) of the preceding paragraph. The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders. Except to the extent inconsistent with the foregoing, all provisions of Article II of the Indenture shall apply to any redemption pursuant to this Section 3.01.

Optional Redemption for Changes in Withholding Taxes. The Company Issuers may redeem the Notes, at their option, at any time, at its option without the prior agreement of Holders, redeem, time in whole but not in part, upon not less than 30 nor more than 60 days’ notice (which notice will be irrevocable) by the outstanding Notes Partnership, at a redemption price of Redemption Price equal to 100% of the outstanding principal amount thereof of the Notes, plus accrued and unpaid interest (if it any) to, but excluding, the applicable Redemption Date and all Additional Amounts (if any) then due and which will become due on the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), in the event that the Partnership determines in good faith that either Issuer has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to such Issuer (as defined including making payment through a Paying Agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in Specified Tax Jurisdiction affecting taxation, which change or amendment is announced and becomes effective on or after the date of the Indenture); or (2) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is and becomes effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under the Notes prior to, at or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption date of the NotesIndenture. Notwithstanding the foregoing, the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the obligation to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No no such notice of redemption may be given more earlier than 90 60 days before or more than 365 days after prior to the Company first becomes liable (or, if later, the earlier of the earliest date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) such Issuer would be obligated to pay any Additional Amounts if a payment in respect of the Notes were then due. At least three (3) Business Days before the Partnership delivers notice of redemption of the Notes as described above, the Partnership will deliver to the Trustee and Paying Agent (a) an Officer’s Certificate stating that the Issuers are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the applicable Issuer to so redeem have occurred and (b) an opinion of a nationally recognized independent legal counsel that the applicable Issuer has or Reimbursement Payments will become obligated to pay Additional Amounts as a result of a change the circumstances referred to in clause (1) or amendment (2) of the preceding paragraph. The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders. Except to the extent inconsistent with the foregoing, all provisions of Article II of the Indenture shall apply to any redemption pursuant to this Section 3.01.

Optional Redemption for Changes in Withholding Taxes. The Company may at any timeredeem the Notes, at its option without the prior agreement of Holdersoption, redeem, at any time in whole but not in part, the outstanding Notes upon not less than 30 nor more than 60 days’ notice (which notice will be irrevocable), at a redemption price of Redemption Price equal to 100% of the outstanding principal amount thereof of Notes, plus accrued and unpaid interest (if it any) to, but not including, the applicable Redemption Date and all Additional Amounts (if any) then due and which will become due on the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that the Company has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Company (as defined including making payment through a Paying Agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1a) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of the Indenture); or (2b) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date (without regard date of the Indenture. Notwithstanding the foregoing, no such notice of redemption for changes in withholding taxes may be given earlier than 60 days prior to whether any Note Guarantor is or has been making any payments under the earliest date on which the Company would be obligated to pay Additional Amounts if a payment in respect of the Notes prior towere then due. Before the Company publishes, at mails or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any delivers notice of redemption of the Notes, the Company shall have delivered will deliver to the Trustee and Paying Agent (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment is entitled to effect such redemption and setting forth a statement of facts showing that the obligation conditions precedent to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the right of the Company taking reasonable measures available to it so redeem have occurred and (b) an Opinion opinion of Counsel independent legal counsel of recognized standing that the circumstances described in the immediately preceding paragraph exist. No such notice of redemption may be given more than 90 days before Company has or more than 365 days after the Company first becomes liable (or, if later, the earlier of the date on which it first becomes aware of its liability or the date on which it reasonably should have will become aware of its liability) obligated to pay any Additional Amounts or Reimbursement Payments as a result of a change the circumstances referred to in clause (1) or amendment (2) of the preceding paragraph. The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officers’ Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders. Except to the extent inconsistent with the foregoing, all provisions of Article XI of the Indenture shall apply to any redemption pursuant to this Section 3.01.

Optional Redemption for Changes in Withholding Taxes. The Company Issuer may at any timeredeem the Notes, at its option without the prior agreement of Holdersoption, redeem, at any time in whole but not in part, the outstanding Notes upon not less than 30 nor more than 60 days’ notice (which notice will be irrevocable), at a redemption price of equal to 100% of the outstanding principal amount thereof of Notes, plus accrued and unpaid interest (if it any) to, but not including, the applicable Redemption Date and all Additional Amounts (if any) then due and which will become due on the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), in the event that the Issuer determines in good faith that the Issuer has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Issuer (as defined including making payment through a Paying Agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1a) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of this Indenture); or (2b) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date (without regard date of this Indenture. Notwithstanding the foregoing, no such notice of redemption for changes in withholding taxes may be given earlier than 60 days prior to whether any Note Guarantor is or has been making any payments under the earliest date on which the Issuer would be obligated to pay Additional Amounts if a payment in respect of the Notes prior towere then due. Before the Issuer publishes, at mails or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any delivers notice of redemption of the Notes, the Company shall have delivered Issuer will deliver to the Trustee and Paying Agent (a) an Officers’ Officer’s Certificate stating that the Company has determined in its reasonable judgment Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the obligation conditions precedent to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available right of the Issuer to it so redeem have occurred and (b) an Opinion opinion of Counsel independent legal counsel of recognized standing that the circumstances described in the immediately preceding paragraph exist. No such notice of redemption may be given more than 90 days before Issuer has or more than 365 days after the Company first becomes liable (or, if later, the earlier of the date on which it first becomes aware of its liability or the date on which it reasonably should have will become aware of its liability) obligated to pay any Additional Amounts or Reimbursement Payments as a result of a change the circumstances referred to in clause (a) or amendment (b) of the preceding paragraph. The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders.

Optional Redemption for Changes in Withholding Taxes. The Company Issuers may redeem the Notes, at their option, at any time, at its option without the prior agreement of Holders, redeem, time in whole but not in part, upon not less than 30 nor more than 60 days’ notice (which notice will be irrevocable) by the outstanding Notes Company, at a redemption price of Redemption Price equal to 100% of the outstanding principal amount thereof of the Notes, plus accrued and unpaid interest (if it any) to the applicable Redemption Date and all Additional Amounts (if any) then due and which will become due on the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that either Issuer has become or would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to such Issuer (as defined including making payment through a Paying Agent located in the Indenture) or any Reimbursement Payments (as defined in the Indenture) in respect of the Notes another jurisdiction), as a result of: (1) any a change in or an amendment to the laws (including any regulations or regulations rulings promulgated thereunder, rulings, technical interpretations, interpretation bulletins or information circulars) of any Taxing Authority (as defined in Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of the Indenture); or (2) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, interpretation bulletins regulations or information circulars rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or is becomes effective on or after the Issue Date (without regard to whether any Note Guarantor is or has been making any payments under the Notes prior to, at or after the time such change or amendment is announced or effective). It shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions set forth in the immediately preceding paragraph that, prior to giving any notice of redemption date of the NotesIndenture. Notwithstanding the foregoing, the Company shall have delivered to the Trustee (a) an Officers’ Certificate stating that the Company has determined in its reasonable judgment that the obligation to pay such Additional Amounts or Reimbursement Payments cannot be avoided by the Company taking reasonable measures available to it and (b) an Opinion of Counsel that the circumstances described in the immediately preceding paragraph exist. No no such notice of redemption may be given more earlier than 90 60 days before or more than 365 days after prior to the Company first becomes liable (or, if later, the earlier of the earliest date on which it first becomes aware of its liability or the date on which it reasonably should have become aware of its liability) such Issuer would be obligated to pay any Additional Amounts if a payment in respect of the Notes were then due. Before the Company publishes, mails or Reimbursement Payments delivers notice of redemption of the Notes as described above, the Company will deliver to the Trustee and Paying Agent (a) an Officer’s Certificate stating that the Issuers are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the applicable Issuer to so redeem have occurred and (b) an opinion of a nationally recognized independent legal counsel that the applicable Issuer has or will become obligated to pay Additional Amounts as a result of a change the circumstances referred to in clause (1) or amendment (2) of the preceding paragraph. The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon the Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders. Except to the extent inconsistent with the foregoing, all provisions of Article II of the Indenture shall apply to any redemption pursuant to this Section 3.01.