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

Optional Redemption for Changes in Withholding Taxes. (a) The Issuer is entitled to redeem Notes, at its option, at any time in whole but not in part, upon not less than 30 nor more than 60 days’ notice to the Holders of the Notes, at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, 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, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (but, in the case of a Guarantor, only if such amount could not be paid by the Issuer or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: (1) a change in, or an amendment to, the laws (including any regulations or rulings promulgated thereunder) or treaties of any Relevant Taxing Jurisdiction; or (2) any change in, amendment to, or introduction of any official published position regarding the application, administration or interpretation of such laws or treaties (including any regulations or rulings promulgated thereunder and including the decision of any court, governmental agency or tribunal), in each case which change, amendment or introduction is publicly announced and becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the date of this Indenture, such later date) and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences. The Issuer is not required to give any such notice of redemption (a) earlier than 90 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or withholding if a payment in respect of the Notes or the Note Guarantees were then due, and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. (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 Payor would be obligated to pay Additional Amounts as a result of a change, amendment, or 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 Issuer is Issuers are entitled to redeem the Notes, at its their option, at any time in whole but not in part, upon not less than 30 nor more than 60 days’ notice to the Holders of the NotesHolders, at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, 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 that is on or prior to the redemption date), in the event any Payor 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 (but, in the case of a Guarantor, only if such amount could not be paid by the Issuer Issuers or another 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 or (2) any change in, amendment to, or introduction of any official published position regarding the application, administration or interpretation of such laws or treaties (including any regulations or rulings promulgated thereunder and including the decision of any court, governmental agency or tribunal), in each case which change, amendment or introduction is publicly announced and becomes effective on or after the Issue Date (orDate, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the date of this Indenture, such later date) and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent Paying Agent located in another jurisdiction), ; provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences. The Issuer is not required to give any such notice of redemption (a) earlier than 90 days prior foregoing provisions will apply mutatis mutandis to the earliest date on laws and official positions of any jurisdiction in which the Issuer any successor permitted under Section 5.1 is incorporated, organized or the relevant Guarantor would be obligated to make such payment otherwise resident for tax purposes, or withholding if a payment engaged in respect of the Notes business for tax purposes, or the Note Guarantees were then due, and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. each case 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) hereof3.8(a), the Issuer Issuers 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 Issuers will also deliver to the Trustee an Opinion of Counsel of recognized standing to the effect that the Payor would be obligated to pay Additional Amounts as a result of a change, amendment, or 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, obligation to pay such Additional Amounts, and it will be conclusive and binding on the Holders of the NotesHolders.

Optional Redemption for Changes in Withholding Taxes. (a) The Issuer is entitled to Company may redeem the Notes, at its option, at any time in whole but not in part, upon not less than 30 nor more than 60 days’ notice to the Holders of the Notes(which notice will be irrevocable), at a redemption price Redemption Price equal to 100% of the outstanding principal amount thereofof Notes, plus accrued and unpaid interest, interest (if any, ) to, but excludingnot including, the date of redemption 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 dateInterest Payment Date and Additional Amounts (if any) in respect thereof), in the event any Payor 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 would be payable with respect to the Notes, any Additional Amounts (but, in the case of a Guarantor, only if and such amount could obligation cannot be paid by the Issuer or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: (1) a change in, or an amendment to, the laws (including any regulations or rulings promulgated thereunder) or treaties of any Relevant Taxing Jurisdiction; or (2) any change in, amendment to, or introduction of any official published position regarding the application, administration or interpretation of such laws or treaties (including any regulations or rulings promulgated thereunder and including the decision of any court, governmental agency or tribunal), in each case which change, amendment or introduction is publicly announced and becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the date of this Indenture, such later date) and the Payor cannot avoid such obligation avoided by taking reasonable measures available to it the Company (including making payment through a paying agent located in another jurisdiction), provided that such Payor will not be required as a result of: 1. a change in or an amendment to take the laws (including any measures that would result regulations or rulings promulgated thereunder) of 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, affecting taxation, which change or amendment is announced or becomes effective on or after the date of this Fourteenth Supplemental Indenture; or 2. any change in or amendment to any official position of a taxing authority in the imposition on it Republic of Xxxxxxxx Islands or any material legal or regulatory burden or the incurrence by it of any material additional costspolitical subdivision, or would any other jurisdiction in which the Company (including any successor entity) is organized or is otherwise result in any material adverse consequencesresident for tax purposes regarding the application, administration or interpretation of such laws, regulations or rulings (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 this Fourteenth Supplemental Indenture. The Issuer is not required to give any Notwithstanding the foregoing, no such notice of redemption (a) may be given earlier than 90 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Company would be obligated to make such payment or withholding pay Additional Amounts if a payment in respect of the Notes or the Note Guarantees were then due. Before the Company publishes, and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. (b) Prior to the giving of any mails or delivers notice of redemption of the Notes as described in Section 3.08(a) hereofabove, the Issuer 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 effect right of the Company to so redeem have occurred and (b) an opinion of a nationally recognized independent legal counsel that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The Issuer Company has or will also deliver to the Trustee an Opinion of Counsel of recognized standing to the effect that the Payor would be become obligated to pay Additional Amounts as a result of a change, amendment, the circumstances referred to in clause (1) or introduction described above(2) of the preceding paragraph. Absent manifest error, the The Trustee and Paying Agent will accept such Opinion of Counsel and will be entitled to conclusively rely upon the Officer’s Certificate and opinion as sufficient evidence of the Payor’s obligationssatisfaction of the conditions precedent described above, to pay such Additional Amounts, and it in which case they will be conclusive and binding on the Holders Holders. Except to the extent inconsistent with the foregoing, all provisions of Article 11 of the NotesBase Indenture shall apply to any redemption pursuant to this Section 3.01.

Optional Redemption for Changes in Withholding Taxes. (a) The Issuer Company is entitled to redeem the Notes, at its option, at any time in whole but not in part, upon not less than 30 15 nor more than 60 days’ notice to the Holders of the NotesHolders, at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, 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 the Payor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notesnotes, any Additional Amounts (but, in the case of a Guarantor, only if such amount could not be paid by the Issuer or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: : (1a) a change in, or an amendment to, the laws (including any regulations or rulings promulgated thereunder) or treaties of any Relevant Taxing Jurisdiction; or or (2b) any change in, amendment to, or introduction of any official published position regarding the application, administration or interpretation of such laws or treaties (including any regulations or rulings promulgated thereunder and including the decision of any court, governmental agency or tribunal), in each case which change, amendment or introduction is publicly announced and or becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the date of this Indenture, such later date) the indenture and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences. The Issuer foregoing provisions shall apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor permitted under Section 3.4 of the Supplemental Indenture is not required to give incorporated, organized or otherwise resident for tax purposes or any such notice of redemption political subdivision or taxing authority or agency thereof or therein. Whenever in the Indenture or this Note there is mentioned, in any context: (a) earlier than 90 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or withholding if a payment in respect of the Notes or the Note Guarantees were then dueprincipal, and (b) unless at the time payment of interest or (c) any other amount payable on or with respect to the Notes, such notice is given, the obligation reference will be deemed to pay include payment of Additional Amounts remains as described under this Section 20 to the extent that, in effectsuch context, Additional Amounts are, were or would be payable in respect thereof. (b) Prior to the giving of any notice of redemption described in pursuant to this Section 3.08(a) hereof21, the Issuer Company will deliver to the Trustee an Officerofficer’s Certificate certificate to the effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The Issuer Company will also deliver to the Trustee an Opinion opinion of Counsel counsel of recognized standing to the effect that the Payor would be obligated to pay Additional Amounts as a result of a change, amendment, or introduction described above. Absent manifest error, the Trustee will accept such Opinion of Counsel and Officer’s Certificate opinion 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 NotesHolders.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (aor any rules or regulations thereunder) The Issuer is entitled of a Taxing Jurisdiction affecting taxation, or any amendment to redeem Notesor change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at its our option, all, but not less than all, of the Notes may be redeemed at any time in whole but not in part, upon on giving not less than 30 nor more than 60 days’ notice to the Holders of the Notesnotice, at a redemption price equal to 100% of the outstanding principal amount thereofamount, plus any accrued and unpaid interest, if any, to, but excluding, interest on the principal amount of the Notes 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)redemption; provided, in the event any Payor has become or would become obligated to payhowever, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (but, in the case of a Guarantor, only if such amount could not be paid by the Issuer or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: that (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), in each case which change, amendment or introduction is publicly announced and becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the date of this Indenture, such later date) and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences. The Issuer is not required to give any such no notice of redemption (a) for tax reasons may be given earlier than 90 days prior to the earliest date on which the Issuer or the relevant Guarantor we would be obligated to make such payment or withholding pay these Additional Amounts if a payment in respect of on the Notes or the Note Guarantees were then due, and (b2) unless at the time such notice of redemption is given, the 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 Company is prohibited from having such an option under the Financing Agreement. (b) Prior to the giving publication of any notice of redemption described in Section 3.08(a) hereofpursuant to this provision, the Issuer we will deliver to the Trustee Trustee: • an Officer’s 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 affected Taxing Jurisdiction to the effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The Issuer we have or will also deliver to the Trustee an Opinion of Counsel of recognized standing to the effect that the Payor would be become obligated to pay such Additional Amounts as a result of a changesuch change or amendment. This notice, amendmentonce delivered by us to the Trustee, or introduction described abovewill be irrevocable. Absent manifest errorIn the case of any partial redemption, the Trustee will accept such Opinion of Counsel and Officer’s Certificate as sufficient evidence selection of the Payor’s obligations, to pay such Additional Amounts, and it Notes for redemption will be conclusive and binding on the Holders made in accordance with Article V of the NotesIndenture. 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 Issuer is Company shall be entitled to redeem Notesany series of Securities, at its option, at any time in whole but not in part, upon not less than 30 nor more than 60 days’ notice to the Holders of the NotesHolders, at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, 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, on the next date on which any amount would be payable with respect to the Notessuch series of Securities, any Additional Amounts (but, in the case of a Guarantor, only if such amount could not be paid by the Issuer Company or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: : (1a) a change in, or an amendment to, the laws (including any regulations or rulings promulgated thereunder) or treaties of any Relevant Taxing Jurisdiction; or or (2b) any change in, amendment to, or introduction of any official published position regarding the application, administration or interpretation of such laws or treaties (including any regulations or rulings promulgated thereunder and including the decision of any court, governmental agency or tribunal), in each case which change, amendment or introduction is publicly announced and or becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the date of this Indenture, such later date) Indenture or the relevant supplemental indenture relating to the original issuance of the affected series of Securities and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent Paying Agent located in another jurisdiction), provided that such Payor . The foregoing provisions will not be required apply mutatis mutandis to take any measures that would result in the imposition on it laws and official positions of any material legal jurisdiction in which any successor permitted under Article 8 hereof is incorporated, organized or regulatory burden otherwise resident for tax purposes or the incurrence by it of any material additional costs, political subdivision or would otherwise result in any material adverse consequencestaxing authority or agency thereof or therein. The Issuer is not required to give any such notice of redemption (a) earlier than 90 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or withholding if a payment in respect of the Notes or the Note Guarantees were then due, and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. (b) Prior to the giving of any notice of redemption described in Section 3.08(a) hereofthe preceding paragraph, the Issuer Company 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 Company will also deliver to the Trustee an Opinion opinion of Counsel counsel of recognized standing to the effect that the Payor would be obligated to pay Additional Amounts as a result of a change, amendment, or introduction described above. Absent manifest error, the Trustee will accept such Opinion of Counsel and Officer’s Certificate opinion 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 NotesHolders.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (aor any rules or regulations thereunder) The Issuer is entitled of a Taxing Jurisdiction affecting taxation, or any amendment to redeem Notesor change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at its our option, all, but not less than all, of the Notes may be redeemed at any time in whole but not in part, upon on giving not less than 30 nor more than 60 days’ notice to the Holders of the Notesnotice, at a redemption price equal to 100% of the outstanding principal amount thereofamount, plus any accrued and unpaid interest, if any, to, but excluding, interest on the principal amount of the Notes 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)redemption; provided, in the event any Payor has become or would become obligated to payhowever, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (but, in the case of a Guarantor, only if such amount could not be paid by the Issuer or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: that (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), in each case which change, amendment or introduction is publicly announced and becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the date of this Indenture, such later date) and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences. The Issuer is not required to give any such no notice of redemption (a) for tax reasons may be given earlier than 90 days prior to the earliest date on which the Issuer or the relevant Guarantor we would be obligated to make such payment or withholding pay these Additional Amounts if a payment in respect of on the Notes or the Note Guarantees were then due, and (b2) unless at the time such notice of redemption is given, the 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 Company is prohibited from having such an option under the Financing Agreement. (b) Prior to the giving publication of any notice of redemption described in Section 3.08(a) hereofpursuant to this provision, the Issuer we will deliver to the Trustee Trustee: • an Officer’s 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 affected Taxing Jurisdiction to the effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The Issuer we have or will also deliver to the Trustee an Opinion of Counsel of recognized standing to the effect that the Payor would be become obligated to pay such Additional Amounts as a result of a changesuch change or amendment. This notice, amendmentonce delivered by us to the Trustee, or introduction described abovewill be irrevocable. Absent manifest errorIn the case of any partial redemption, the Trustee will accept such Opinion of Counsel and Officer’s Certificate as sufficient evidence selection of the Payor’s obligations, to pay such Additional Amounts, and it Notes for redemption will be conclusive and binding on the Holders made in accordance with Article V of the NotesIndenture. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called-for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Optional Redemption for Changes in Withholding Taxes. If, as a result of any amendment to, or change in, the laws (aor any rules or regulations thereunder) The Issuer is entitled of a Taxing Jurisdiction affecting taxation, or any amendment to redeem Notesor change in an official interpretation or application of such laws, rules or regulations that has a general effect, which amendment to or change of such laws, rules or regulations becomes effective on or after the Issue Date (which, in the case of a merger, consolidation or other transaction permitted and described under Article IV shall be treated for this purpose as the date of such transaction) we would be obligated, after taking all reasonable measures to avoid this requirement, to pay Additional Amounts in excess of those attributable to a withholding tax rate of 10% with respect to the Notes (see “Additional Amounts”), then, at its our option, all, but not less than all, of the Notes may be redeemed at any time in whole but not in part, upon on giving not less than 30 nor more than 60 days’ notice to the Holders of the Notesnotice, at a redemption price equal to 100% of the outstanding principal amount thereofamount, plus any accrued and unpaid interest, if any, to, but excluding, interest on the principal amount of the Notes 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)redemption; provided, in the event any Payor has become or would become obligated to payhowever, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (but, in the case of a Guarantor, only if such amount could not be paid by the Issuer or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: that (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), in each case which change, amendment or introduction is publicly announced and becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the date of this Indenture, such later date) and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences. The Issuer is not required to give any such no notice of redemption (a) for tax reasons may be given earlier than 90 days prior to the earliest date on which the Issuer or the relevant Guarantor we would be obligated to make such payment or withholding pay these Additional Amounts if a payment in respect of on the Notes or the Note Guarantees were then due, and (b2) unless at the time such notice of redemption is given, the 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. (b) Prior to the giving publication of any notice of redemption described in Section 3.08(a) hereofpursuant to this provision, the Issuer we will deliver to the Trustee Trustee: • an Officer’s 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 affected Taxing Jurisdiction to the effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The Issuer we have or will also deliver to the Trustee an Opinion of Counsel of recognized standing to the effect that the Payor would be become obligated to pay such Additional Amounts as a result of a changesuch change or amendment. This notice, amendmentonce delivered by us to the Trustee, or introduction described abovewill be irrevocable. Absent manifest errorIn the case of any partial redemption, the Trustee will accept such Opinion of Counsel and Officer’s Certificate as sufficient evidence selection of the Payor’s obligations, to pay such Additional Amounts, and it Notes for redemption will be conclusive and binding on the Holders made in accordance with Article V of the NotesIndenture. 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 Issuer is entitled to redeem Notes, at its option, at any time in whole but not in part, upon not less than 30 nor more than 60 days’ notice to the Holders of the Notes, at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, 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, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (but, in the case of a Guarantor, only if such amount could not be paid by the Issuer or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of: : (1) a change in, or an amendment to, the laws (including any regulations or rulings promulgated thereunder) or treaties of any Relevant Taxing Jurisdiction; or or (2) any change in, amendment to, or introduction of any official published position regarding the application, administration or interpretation of such laws or treaties (including any regulations or rulings promulgated thereunder and including the decision of any court, governmental agency or tribunal), in each case which change, amendment or introduction is publicly announced and becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the date of this Indenture, such later date) and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences. The Issuer is not required to give any such notice of redemption described in Section 3.08(a) hereof shall not be delivered (a) earlier more than 90 days prior to the earliest date on which the Issuer or the relevant Guarantor such Payor would be obligated to make such payment or withholding if a payment in respect of the Notes or the Note Guarantees were then dueAdditional Amounts, and (b) unless at the time such notice is given, the obligation to pay such Additional Amounts remains in effect. 59 (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 Payor would be obligated to pay Additional Amounts as a result of a change, amendment, or 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.