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

Optional Redemption for Changes in Withholding Taxes. If (i) a Payor becomes, or will become, obligated to pay, on the next date on which any amount may be payable with respect to the Notes, any Additional Amounts as a result of a change (or a change in legislation proposed by the Minister of Finance of Canada or any similar authority that, if enacted, will be effective prior to the enactment date) in or amendment to the laws, regulations or rulings of any Relevant Taxing Jurisdiction, or any change in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which is publicly announced or becomes effective on or after the date of the Offering Memorandum (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) and (ii) the payment of such Additional Amounts cannot (as certified in an Officers’ Certificate to the Trustee) be avoided by the use of reasonable measures available to the Issuer, then the Issuer may, at its option, redeem the Notes then outstanding, in whole but not in part, upon not less than 30 nor more than 60 days’ notice (such notice to be provided not more than 90 days before the next date on which the Payor would be obligated to pay Additional Amounts), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to but excluding the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). Notice of the Issuer’s intent to redeem the Notes shall not be effective until such time as it delivers to the Trustee an Opinion of Counsel stating that the Payor is or will become obligated to pay Additional Amounts because of any change or amendment described in this Section 4.8.

Optional Redemption for Changes in Withholding Taxes. If (i) a Payor becomesIf, or will become, obligated to pay, on the next date on which any amount may be payable with respect to the Notes, any Additional Amounts as a result of a any amendment to, or change in, the laws (or any rules or regulations thereunder) of a change in legislation proposed by the Minister of Finance of Canada or any similar authority that, if enacted, will be effective prior to the enactment date) in or amendment to the laws, regulations or rulings of any Relevant Taxing JurisdictionJurisdiction affecting taxation, or any amendment to or change in an official position regarding the interpretation or application or interpretation of such laws, rules or regulations or rulings (including that has a holding by a court of competent jurisdiction)general effect, which is publicly announced amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction), the Offering Memorandum (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later dateIssuer or any Note Guarantor would be obligated, after such later date) and (ii) the payment of such taking all reasonable measures to avoid this requirement, to pay Additional Amounts cannot (as certified in an Officers’ Certificate excess of those attributable to a withholding tax rate of 10% with respect to the Trustee) be avoided by the use of reasonable measures available to Notes (see “Additional Amounts”), then, at the Issuer, then the Issuer may, at its ’s option, redeem the Notes then outstandingall, in whole but not in part, upon not less than 30 all, of the Notes may be redeemed at any time on giving not less than 15 nor more than 60 days’ notice (such notice to be provided not more than 90 days before the next date on which the Payor would be obligated to pay Additional Amounts)notice, at a redemption price equal to 100% of the outstanding principal amount thereofamount, plus any accrued and unpaid interest and Additional Amountson the principal amount of the Notes, if any, to to, but excluding not including, the Redemption Date date of redemption; provided, however, that (subject to the right 1) no notice of holders of record on the relevant record date to receive interest due on an interest payment date that is on or redemption for tax reasons may be given earlier than 90 days prior to the redemption date). Notice of earliest date on which the Issuer’s intent to redeem the Notes shall not Issuer or any Note Guarantor would be effective until such time as it delivers to the Trustee an Opinion of Counsel stating that the Payor is or will become obligated to pay these Additional Amounts because if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the 2017 Facilities Agreement. Prior to the publication of any change or amendment described in notice of redemption pursuant to this Section 4.8.provision, the Issuer will deliver to the Trustee:

Optional Redemption for Changes in Withholding Taxes. If (ia) a Payor becomes, or will become, obligated The Issuers are entitled to pay, on the next date on which any amount may be payable with respect to the redeem Notes, any Additional Amounts as a result of a change (or a change in legislation proposed by the Minister of Finance of Canada or any similar authority that, if enacted, will be effective prior to the enactment date) in or amendment to the laws, regulations or rulings of any Relevant Taxing Jurisdiction, or any change in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which is publicly announced or becomes effective on or after the date of the Offering Memorandum (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) and (ii) the payment of such Additional Amounts cannot (as certified in an Officers’ Certificate to the Trustee) be avoided by the use of reasonable measures available to the Issuer, then the Issuer mayat their option, at its option, redeem the Notes then outstanding, any time in whole but not in part, upon not less than 30 nor more than 60 days’ notice (such notice to be provided not more than 90 days before the next date on which the Payor would be obligated to pay Additional Amounts)Holders, at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but excluding the Redemption Date date of redemption (subject to the right of holders Holders of record on the relevant record date to receive interest due on an the relevant interest payment date), in the event any Payor has become or would become obligated to pay, on the next date that on which any amount would be payable with respect to the Notes, any Additional Amounts (but, in the case of a Guarantor, only if such amount could not be paid by the Issuers or another Note Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: (1) a change in, or an amendment to, the laws (including any regulations or rulings promulgated thereunder) or treaties of any Relevant Taxing Jurisdiction; or (2) any change in, amendment to, or introduction of any official published position regarding the application, administration or interpretation of such laws or treaties (including any regulations or rulings promulgated thereunder and including the decision of any court, governmental agency or tribunal), which change, amendment or introduction is publicly announced or becomes effective on or prior after the Issue Date and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences. The 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 date)described in Section 3.08(a) hereof, the Issuers will deliver to the Trustee an Officers’ Certificate to the effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. Notice of the Issuer’s intent to redeem the Notes shall not be effective until such time as it delivers The Issuers will also deliver to the Trustee an Opinion of Counsel stating of recognized standing to the effect that the Payor is or will become would be obligated to pay Additional Amounts because as a result of any change a change, amendment, or amendment introduction described in this Section 4.8above. Absent manifest error, the Trustee will accept such Opinion of Counsel as sufficient evidence of the Payor’s obligations, to pay such Additional Amounts, and it will be conclusive and binding on the Holders.

Optional Redemption for Changes in Withholding Taxes. If (i) a Payor becomes, or will become, obligated to pay, on the next date on which any amount The Notes may be payable with respect to the Notes, any Additional Amounts as a result of a change (or a change in legislation proposed by the Minister of Finance of Canada or any similar authority that, if enacted, will be effective prior to the enactment date) in or amendment to the laws, regulations or rulings of any Relevant Taxing Jurisdiction, or any change in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which is publicly announced or becomes effective on or after the date of the Offering Memorandum (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) and (ii) the payment of such Additional Amounts cannot (as certified in an Officers’ Certificate to the Trustee) be avoided by the use of reasonable measures available to the Issuer, then the Issuer may, at its option, redeem the Notes then outstandingredeemed, in whole but not in part, at the option of the Company, at any time, upon not less than 30 nor more than 60 days’ giving of notice (such notice to be as provided not more than 90 days before the next date on which the Payor would be obligated to pay Additional Amounts), in Section 10.03 at a redemption price equal to 100% of the principal amount at maturity thereof, plus together with accrued and unpaid interest and Additional Amountsto the date fixed by the Company for redemption, if any, to but excluding the Redemption Date (subject Company determines and certifies to the right Trustee in an Officers' Certificate immediately prior to the giving of holders such notice that, as a result of record any change in, or amendment to, the laws or treaties (including any regulations or rulings promulgated thereunder) of Bermuda or such other jurisdiction in which the Company is then organized, as the case may be (or any political subdivision or taxing authority thereof or therein), affecting taxation, or any change in official position regarding the application, interpretation or administration of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application, interpretation or administration is announced or becomes effective on or after the date hereof with respect to any payment due or to become due under the Notes or this Indenture, the Company is, or on the relevant record date to receive interest due on an next interest payment date that is would be, required to pay Additional Amounts on or in respect thereof and such obligation to pay Additional Amounts cannot be avoided by the taking of reasonable measures by the Company; provided that no such notice of redemption shall be given earlier than 90 days prior to the redemption date). Notice earliest date on which the Company would be obligated to make such withholding if a payment in respect of the Issuer’s intent Notes were then due. Prior to redeem the publication and mailing of any notice of redemption of the Notes shall not be effective until such time as it delivers pursuant to Section 10.03, the Company will deliver to the Trustee an Opinion of Counsel stating or written advice of a qualified tax expert, such counsel or tax expert being reasonably acceptable to the Trustee, that the Payor is Company has or will become obligated to pay Additional Amounts because as a result of any change such change, amendment, application, interpretation or amendment described in this Section 4.8administration.

Optional Redemption for Changes in Withholding Taxes. If (i) a Payor becomesIf, or will become, obligated to pay, on the next date on which any amount may be payable with respect to the Notes, any Additional Amounts as a result of a any amendment to, or change in, the laws (or any rules or regulations thereunder) of a change in legislation proposed by the Minister of Finance of Canada or any similar authority that, if enacted, will be effective prior to the enactment date) in or amendment to the laws, regulations or rulings of any Relevant Taxing JurisdictionJurisdiction affecting taxation, or any amendment to or change in an official position regarding the interpretation or application or interpretation of such laws, rules or regulations or rulings (including that has a holding by a court of competent jurisdiction)general effect, which is publicly announced amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction), the Offering Memorandum (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later dateIssuer or any Note Guarantor would be obligated, after such later date) and (ii) the payment of such taking all reasonable measures to avoid this requirement, to pay Additional Amounts cannot (as certified in an Officers’ Certificate excess of those attributable to a withholding tax rate of 10% with respect to the Trustee) be avoided by the use of reasonable measures available to Notes (see “Additional Amounts”), then, at the Issuer, then the Issuer may, at its ’s option, redeem the Notes then outstandingall, in whole but not in part, upon not less than 30 all, of the Notes may be redeemed at any time on giving not less than 15 nor more than 60 days’ notice (such notice to be provided not more than 90 days before the next date on which the Payor would be obligated to pay Additional Amounts)notice, at a redemption price equal to 100% of the outstanding principal amount thereofamount, plus any accrued and unpaid interest and Additional Amountson the principal amount of the Notes, if any, to to, but excluding not including, the Redemption Date date of redemption; provided, however, that (subject to the right 1) no notice of holders of record on the relevant record date to receive interest due on an interest payment date that is on or redemption for tax reasons may be given earlier than 90 days prior to the redemption date). Notice of earliest date on which the Issuer’s intent to redeem the Notes shall not Issuer or any note Guarantor would be effective until such time as it delivers to the Trustee an Opinion of Counsel stating that the Payor is or will become obligated to pay these Additional Amounts because if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Credit Agreement. Prior to the publication of any change or amendment described in notice of redemption pursuant to this Section 4.8.provision, the Issuer will deliver to the Trustee:

Optional Redemption for Changes in Withholding Taxes. If (i) a Payor becomesIf, or will become, obligated to pay, on the next date on which any amount may be payable with respect to the Notes, any Additional Amounts as a result of a any amendment to, or change in, the laws (or a change in legislation proposed by the Minister any rules or regulations thereunder) of Finance of Canada Mexico or any similar political subdivision or taxing authority that, if enacted, will be effective prior to the enactment date) in or amendment to the laws, regulations other instrumentality thereof or rulings of any Relevant Taxing Jurisdictiontherein affecting taxation, or any amendment to or change in an official position regarding the interpretation or application or interpretation of such laws, regulations rules or rulings (including a holding by a court of competent jurisdiction)regulations, which is publicly announced amendment to or change of such laws, rules or regulations becomes effective on or after the date on which the Notes we are offering are issued (which, in the case of a merger, consolidation or other transaction permitted and described under Section 4.1 of the Offering Memorandum (orIndenture, if shall be treated for this purpose as the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) and (ii) the payment date of such Additional Amounts cannot (as certified transaction), we have become obligated, or will become obligated, in an Officers’ Certificate each case after taking all reasonable measures to avoid this requirement, to pay additional amounts in excess of those attributable to a Mexican withholding tax rate of 10% with respect to the Trustee) be avoided by the use of reasonable measures available to the IssuerNotes, then the Issuer maythen, at its our option, redeem all, but not less than all, of the Notes then outstanding, in whole but not in part, upon may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice (such notice to be provided not more than 90 days before the next date on which the Payor would be obligated to pay Additional Amounts)notice, at a redemption price equal to 100% of the outstanding principal amount thereofamount, plus accrued and unpaid interest and Additional Amounts, if any, any additional amounts due thereon up to but excluding not including the Redemption Date date of redemption; provided, however, that (subject to the right 1) no notice of holders of record on the relevant record date to receive interest due on an interest payment date that is on or redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these additional amounts if a payment on the Notes were then due and (2) at the time such notice of redemption date)is given such obligation to pay such additional amounts remains in effect. Notice Prior to the publication of any notice of redemption pursuant to this provision, the Company will deliver to the Trustee: • a certificate signed by one of the IssuerCompany’s intent to redeem the Notes shall not be effective until such time as it delivers to the Trustee an Opinion of Counsel duly authorized representatives stating that the Payor Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right to redeem have occurred, and • opinion of Mexican legal counsel (which may be the Company’s counsel) of recognized standing to the effect that the Company has or will become obligated to pay Additional Amounts because such additional amounts as a result of such change or amendment. This notice, once delivered by the Company to the Trustee, will be irrevocable. The Company will give notice to DTC pursuant to Section 5.3 of any change or amendment described in this Section 4.8redemption the Company proposes to make at least 30 days (but not more than 60 days) before the redemption date.

Optional Redemption for Changes in Withholding Taxes. If (i) a Payor becomesIf, or will become, obligated to pay, on the next date on which any amount may be payable with respect to the Notes, any Additional Amounts as a result of a any amendment to, or change in, the laws (or a change in legislation proposed by the Minister any rules or regulations thereunder) of Finance of Canada Mexico or any similar political subdivision or taxing authority that, if enacted, will be effective prior to the enactment date) in or amendment to the laws, regulations other instrumentality thereof or rulings of any Relevant Taxing Jurisdictiontherein affecting taxation, or any amendment to or change in an official position regarding the interpretation or application or interpretation of such laws, regulations rules or rulings (including a holding by a court of competent jurisdiction)regulations, which is publicly announced amendment to or change of such laws, rules or regulations becomes effective on or after the date on which the Notes we are offering are issued (which, in the case of a merger, consolidation or other transaction permitted and described under Section 4.1 of the Offering Memorandum (orIndenture, if shall be treated for this purpose as the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) and (ii) the payment date of such Additional Amounts cannot (as certified transaction), we have become obligated, or will become obligated, in an Officers’ Certificate each case after taking all reasonable measures to avoid this requirement, to pay additional amounts in excess of those attributable to a Mexican withholding tax rate of 10% with respect to the Trustee) be avoided by the use of reasonable measures available to the IssuerNotes, then the Issuer maythen, at its our option, redeem all, but not less than all, of the Notes then outstanding, in whole but not in part, upon may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice (such notice to be provided not more than 90 days before the next date on which the Payor would be obligated to pay Additional Amounts)notice, at a redemption price equal to 100% of the outstanding principal amount thereofamount, plus accrued and unpaid interest and Additional Amounts, if any, any additional amounts due thereon up to but excluding not including the Redemption Date date of redemption; provided, however, that (subject to the right 1) no notice of holders of record on the relevant record date to receive interest due on an interest payment date that is on or redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these additional amounts if a payment on the Notes were then due and (2) at the time such notice of redemption date)is given such obligation to pay such additional amounts remains in effect. Notice Prior to the publication of any notice of redemption pursuant to this provision, the Company will deliver to the Trustee: · a certificate signed by one of the IssuerCompany’s intent to redeem the Notes shall not be effective until such time as it delivers to the Trustee an Opinion of Counsel duly authorized representatives stating that the Payor Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right to redeem have occurred, and · an opinion of Mexican legal counsel (which may be the Company’s counsel) of recognized standing to the effect that the Company has or will become obligated to pay Additional Amounts because such additional amounts as a result of such change or amendment. This notice, once delivered by the Company to the Trustee, will be irrevocable. The Company will give notice to DTC pursuant to Section 5.3 of any change or amendment described in this Section 4.8redemption the Company proposes to make at least 30 days (but not more than 60 days) before the redemption date.

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

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

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

Optional Redemption for Changes in Withholding Taxes. If (i) a Payor becomesIf, or will become, obligated to pay, on the next date on which any amount may be payable with respect to the Notes, any Additional Amounts as a result of a any amendment to, or change in, the laws (or any rules or regulations thereunder) of a change in legislation proposed by the Minister of Finance of Canada or any similar authority that, if enacted, will be effective prior to the enactment date) in or amendment to the laws, regulations or rulings of any Relevant Taxing JurisdictionJurisdiction affecting taxation, or any amendment to or change in an official position regarding the interpretation or application or interpretation of such laws, rules or regulations or rulings (including that has a holding by a court of competent jurisdiction)general effect, which is publicly announced amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction), the Offering Memorandum (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later dateIssuer or any Note Guarantor would be obligated, after such later date) and (ii) the payment of such taking all reasonable measures to avoid this requirement, to pay Additional Amounts cannot (as certified in an Officers’ Certificate excess of those attributable to a withholding tax rate of 10% with respect to the Trustee) be avoided by the use of reasonable measures available to Notes (see “Additional Amounts”), then, at the Issuer, then the Issuer may, at its ’s option, redeem the Notes then outstandingall, in whole but not in part, upon not less than 30 all, of the Notes may be redeemed at any time on giving not less than 10 nor more than 60 days’ notice (such notice to be provided not more than 90 days before the next date on which the Payor would be obligated to pay Additional Amounts)notice, at a redemption price equal to 100% of the outstanding principal amount thereofamount, plus any accrued and unpaid interest and Additional Amountson the principal amount of the Notes, if any, to to, but excluding not including, the Redemption Date date of redemption; provided, however, that (subject to the right 1) no notice of holders of record on the relevant record date to receive interest due on an interest payment date that is on or redemption for tax reasons may be given earlier than 90 days prior to the redemption date). Notice of earliest date on which the Issuer’s intent to redeem the Notes shall not Issuer or any Note Guarantor would be effective until such time as it delivers to the Trustee an Opinion of Counsel stating that the Payor is or will become obligated to pay these Additional Amounts because if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the 2017 Facilities Agreement. Prior to the publication of any change or amendment described in notice of redemption pursuant to this Section 4.8.provision, the Issuer will deliver to the Trustee:

Optional Redemption for Changes in Withholding Taxes. If (i) a Payor becomesIf, or will become, obligated to pay, on the next date on which any amount may be payable with respect to the Notes, any Additional Amounts as a result of a any amendment to, or change in, the laws (or any rules or regulations thereunder) of a change in legislation proposed by the Minister of Finance of Canada or any similar authority that, if enacted, will be effective prior to the enactment date) in or amendment to the laws, regulations or rulings of any Relevant Taxing JurisdictionJurisdiction affecting taxation, or any amendment to or change in an official position regarding the interpretation or application or interpretation of such laws, rules or regulations or rulings (including that has a holding by a court of competent jurisdiction)general effect, which is publicly announced amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction), the Offering Memorandum (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later dateIssuer or any Note Guarantor would be obligated, after such later date) and (ii) the payment of such taking all reasonable measures to avoid this requirement, to pay Additional Amounts cannot (as certified in an Officers’ Certificate excess of those attributable to a withholding tax rate of 10% with respect to the Trustee) be avoided by the use of reasonable measures available to Notes (see “Additional Amounts”), then, at the Issuer, then the Issuer may, at its ’s option, redeem all, but not less than all, of the Notes then outstanding, in whole but not in part, upon may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice (such notice to be provided not more than 90 days before the next date on which the Payor would be obligated to pay Additional Amounts)notice, at a redemption price equal to 100% of the outstanding principal amount thereofamount, plus any accrued and unpaid interest and Additional Amountson the principal amount of the Notes, if any, to but excluding the Redemption Date date of redemption; provided, however, that (subject to the right 1) no notice of holders of record on the relevant record date to receive interest due on an interest payment date that is on or redemption for tax reasons may be given earlier than 90 days prior to the redemption date). Notice of earliest date on which the Issuer’s intent to redeem the Notes shall not Issuer or any Note Guarantor would be effective until such time as it delivers to the Trustee an Opinion of Counsel stating that the Payor is or will become obligated to pay these Additional Amounts because if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement or the Credit Agreement. Prior to the publication of any change or amendment described in notice of redemption pursuant to this Section 4.8.provision, the Issuer will deliver to the Trustee:

Optional Redemption for Changes in Withholding Taxes. If (ia) At any time, the 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, at a Payor becomesredemption price equal to 100% of the principal amount 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 will becomethe Guarantors, as the case may be, has become or would become obligated to pay, on the next date on which any amount may would be payable with respect to the Notes, any Additional Amounts as a result of a change (or a change in legislation proposed by the Minister of Finance of Canada or any similar authority that, if enacted, will be effective prior to the enactment date) in or an amendment to the laws, laws (including any regulations or rulings promulgated thereunder) of any Relevant Taxing JurisdictionSpecified Tax Jurisdiction (or any relevant jurisdiction, political subdivision or taxing authority thereof or therein), or any change in or amendment to any official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is publicly announced or becomes effective on or after the date of this Indenture, and the Offering Memorandum 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 (or1) no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company or the Guarantors, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later dateNotes or the Note Guarantee were then due, after and (2) at the time any such later dateredemption notice is given, such obligation to pay Additional Amounts must remain in effect. Prior to any redemption of the Notes, the Company will be required to deliver to the Trustee (i) an Officers’ Certificate stating that (x) the Company or the Guarantors, as the case may be, cannot avoid obligations to pay Additional Amounts by taking reasonable measures available to them and (y) 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 of independent legal counsel of recognized standing stating that the payment of such Additional Amounts cannot (as certified in an Officers’ Certificate to the Trustee) be avoided by the use of reasonable measures available to the Issuer, then the Issuer may, at its option, redeem the Notes then outstanding, in whole but not in part, upon not less than 30 nor more than 60 days’ notice (such notice to be provided not more than 90 days before the next date on which the Payor Company would be obligated to pay Additional AmountsAmounts as a result of a change in tax laws or regulations and, in the case of (i) and (ii), at a redemption price equal to 100% of stating that the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to but excluding the Redemption Date (subject conditions precedent to the right of holders redemption have occurred. No such notice of record on redemption may be given more than 60 days before or more than 270 days after the relevant record date to receive interest due on an interest payment date that is on Company or prior to any Guarantors, as the redemption date). Notice case may be, first becomes liable or aware of the Issuer’s intent to redeem the Notes shall not be effective until such time as it delivers to the Trustee an Opinion of Counsel stating that the Payor is or will become obligated liability to pay any Additional Amounts because as a result of any a change or amendment described in above. (b) Any redemption pursuant to this Section 4.8shall 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. If (i) a Payor becomesIf, or will become, obligated to pay, on the next date on which any amount may be payable with respect to the Notes, any Additional Amounts as a result of a any amendment to, or change in, the laws (or any rules or regulations thereunder) or treaties of a change in legislation proposed by the Minister of Finance of Canada or any similar authority that, if enacted, will be effective prior to the enactment date) in or amendment to the laws, regulations or rulings of any Relevant Taxing Jurisdiction, or any amendment to or change in an official position regarding the interpretation or application or interpretation of such laws, regulations rules or rulings (including a holding by a court of competent jurisdiction)regulations, which is publicly announced amendment to or change of such laws, treaties, rules or regulations becomes effective on or after the date on which the Notes are issued, (or on or after the date a successor Payor assumes the obligations under the Notes, in the case of the Offering Memorandum (or, if the a successor with a different Relevant Taxing Jurisdiction became than the Company), a Relevant Taxing Jurisdiction on a later datePayor would be obligated, after such later date) and (ii) the payment of such Additional Amounts cannot (as certified in an Officers’ Certificate to the Trustee) be avoided by the use of taking all reasonable measures available to the Issueravoid this requirement, then the Issuer mayto pay Additional Amounts, then, at its the Payor’s option, redeem all, but not less than all, of the Notes then outstanding, in whole but not in part, upon may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice (such notice to be provided not more than 90 days before the next date on which the Payor would be obligated to pay Additional Amounts)notice, at a redemption price equal to 100% of the outstanding principal amount thereofamount, plus accrued and unpaid interest and any Additional AmountsAmounts due thereon up to, if anybut excluding, to but excluding the Redemption Date date of redemption; provided, however, that (subject to the right 1) no notice of holders of record on the relevant record date to receive interest due on an interest payment date that is on or redemption for tax reasons may be given earlier than 90 days prior to the redemption date). Notice of earliest date on which the Issuer’s intent Payor would be obligated to redeem pay these Additional Amounts if a payment on the Notes shall not be effective until were then due, and (2) at the time such time as it delivers notice of redemption is given such obligation to pay such Additional Amounts remains in effect. Prior to the Trustee publication of any notice of redemption pursuant to this Section 3.07(d), the Payor will deliver to the Trustee: (1) an Opinion of Counsel Officer’s Certificate stating that the Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to such redemption have occurred; and (2) an Opinion of Counsel of the applicable Relevant Taxing Jurisdiction of recognized standing to the effect that no later than the next succeeding date on which any amount is to be paid, the relevant Payor has or will become obligated to pay such Additional Amounts because as a result of any such change or amendment described amendment. As long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to this Section 4.8Indenture, interest will cease to accrue on Notes or portions thereof called for redemption on and after the applicable redemption date.