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

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction), the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which the Issuer or any Note Guarantor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Credit Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee:

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction), ) the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which the Issuer or any Note Guarantor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Credit Facilities Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee:

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction), ) the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which the Issuer or any Note Guarantor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Facilities Agreement or the Credit Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee:

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction Mexico or any political subdivision or taxing authority or other instrumentality thereof or therein affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effectregulations, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date date on which the Notes we are offering are issued (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV Section 4.1 of the Indenture, shall be treated for this purpose as the date of such transaction), the Issuer or any Note Guarantor would be we have become obligated, or will become obligated, in each case after taking all reasonable measures to avoid this requirement, to pay Additional Amounts additional amounts in excess of those attributable to a Mexican withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”)Notes, then, at the Issuer’s our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, and any additional amounts due thereon up to but not including the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which the Issuer or any Note Guarantor we would be obligated to pay these Additional Amounts additional amounts if a payment on the Notes were then due, due and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts additional amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Credit Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer Company will deliver to the Trustee:: • a certificate signed by one of the Company’s duly authorized representatives stating that the 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 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 redemption 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, as a result of (a) At any amendment to, or change intime, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction), the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at the Issuer’s option, Company may redeem all, but not less than all, of the Notes may be redeemed at any time Notes, on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amountamount thereof, plus any accrued and unpaid interest to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in the event that the Company or the Guarantors, as the case may be, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts as a result of a change in or an amendment to the laws (including any regulations or rulings promulgated thereunder) of any Specified Tax Jurisdiction (or any relevant jurisdiction, political subdivision or taxing authority thereof or therein), or any change in or amendment to any official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the 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 the Notes, if any, to the date of redemptionNotes then outstanding; provided, however, that and (1) no such notice of redemption for tax reasons may shall be given earlier than 90 60 days prior to the earliest date on which the Issuer Company or any Note Guarantor the Guarantors, as the case may be, would be obligated to pay these such Additional Amounts if a payment on in respect of the Notes or the Note Guarantee were then due, and and (2) at the time any such redemption 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 Company would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations and, in the case of (i) and (ii), stating that the conditions precedent to the right of redemption have occurred. No such notice of redemption is may be given such obligation more than 60 days before or more than 270 days after the Company or any Guarantors, as the case may be, first becomes liable or aware of the liability to pay such any 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 as a result of any notice of a change or amendment described above. (b) Any redemption pursuant to this provision, the Issuer will deliver 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. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article ‎Article IV shall be treated for this purpose as the date of such transaction), the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to to, but not including, the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which the Issuer or any Note Guarantor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Credit Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee:

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

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction), the Issuer or any Note Guarantor Guarantors would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which the Issuer or any Note Guarantor Guarantors would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Credit Facilities Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee:

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction), the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at the Issuer’s option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus any accrued and unpaid interest on the principal amount of the Notes, if any, to the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which the Issuer or any Note note Guarantor would be obligated to pay these Additional Amounts if a payment on the Notes were then due, and (2) at the time such notice of redemption is given such obligation to pay such Additional Amounts remains in effect; provided, further, however, that the Issuer shall not have the right to exercise any such optional redemption at any time when the Issuer is prohibited from having such an option under the Credit Agreement. Prior to the publication of any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee:

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, The Company may redeem the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction), the Issuer or any Note Guarantor would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), thenNotes, at the Issuer’s its option, all, but not less than all, of the Notes may be redeemed at any time on giving in whole but not in part, upon not less than 30 nor more than 60 days’ noticenotice (which notice will be irrevocable), at a redemption price Redemption Price equal to 100% of the outstanding principal amountamount of Notes, plus any accrued and unpaid interest (if any) to, but not including, the applicable Redemption Date and all Additional Amounts (if any) then due and which will become due on the principal 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, on the next date on which any amount of would be payable with respect to the Notes, if anyAdditional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Company (including making payment through a paying agent located in another jurisdiction), as a result of: (1) a change in or an amendment to the laws (including any regulations or rulings promulgated thereunder) of any Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of redemptionthe Indenture; providedor (2) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, howeveradministration or interpretation of such laws, that regulations or rulings (1) including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date of the Indenture. Notwithstanding the foregoing, no such notice of redemption for tax reasons may be given earlier than 90 60 days prior to the earliest date on which the Issuer or any Note Guarantor Company would be obligated to pay these Additional Amounts if a payment on in respect of the Notes were then due. Before the Company publishes, mails or 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 the circumstances referred to in clause (1) or (2) at of the time such notice 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 redemption is given such obligation to pay such Additional Amounts remains the satisfaction of the conditions precedent described above, in effect; provided, further, however, that which case they will be conclusive and binding on 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 AgreementHolders. Prior Except to the publication extent inconsistent with the foregoing, all provisions of Article II of the Indenture shall apply to any notice of redemption pursuant to this provision, the Issuer will deliver to the Trustee:Section 3.01.