Common use of Redemption for Changes in Taxes Clause in Contracts

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. (a) The Issuer Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with Section 3.03 of the procedures set forth in Section 3.04Indenture), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to but not including the date fixed by the Issuer Company for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor Company is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor Company cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer Company or any Guarantor), and the requirement arises as a result of: : (ai) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction (other than Russia or any political subdivision thereof or therein) affecting taxation which change or amendment is becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or or (bii) any change in, or amendment to, the existing official published position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment or official position becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change, amendment is or official position has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became under the Indenture). (b) In the case of Additional Amounts required to be paid as a Tax Jurisdiction result of the Company conducting business other than in the place of its organization, such amendment or change must be announced and become effective on a date or after the date of in which the Offering Memorandum, after such later dateCompany begins to conduct business giving rise to the relevant withholding or deduction. (c) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall Company will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Company would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Company will deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Company to redeem the Notes hereunder. In addition, before the Issuer delivers a Company mails notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor Company taking reasonable measures available to it. The Trustee . (d) For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC on any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such directive will accept and not be a change or amendment for such purposes. (e) Any redemption pursuant to this paragraph 10 shall be entitled made pursuant to rely on such Officer’s Certificate and opinion the provisions of counsel as sufficient evidence Sections 3.01 through 3.06 of the existence Indenture and notice may, in the Company’s discretion, be subject to the satisfaction of the one or more conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).precedent

Redemption for Changes in Taxes. (a) The Issuer Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth in Section 3.043.03 hereof), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to but not including the date fixed by the Issuer Company for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor Company is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor Company cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer Company or any Guarantor), and the requirement arises as a result of: (a1) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction (other than Russia or any political subdivision thereof or therein) affecting taxation which change or amendment is becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later dateunder this Indenture); or (b2) any change in, or amendment to, the existing official published position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment or official position becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change, amendment is or official position has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became under this Indenture). (b) In the case of Additional Amounts required to be paid as a Tax Jurisdiction result of the Company conducting business other than in the place of its organization, such amendment or change must be announced and become effective on a date or after the date of in which the Offering Memorandum, after such later dateCompany begins to conduct business giving rise to the relevant withholding or deduction. (c) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall Company will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Company would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Company will deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Company to redeem the Notes hereunder. In addition, before the Issuer delivers a Company mails notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor Company taking reasonable measures available to it. . (d) The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing . (e) For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC on any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such directive will not be a change or amendment for such purposes. (f) Any redemption pursuant to this Section 3.10 shall be made pursuant to the provisions of this Section 3.08 will applySections 3.01 through 3.06 hereof and notice may, mutatis mutandisin the Company’s discretion, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor be subject to the Issuer (satisfaction of one or any Guarantor)more conditions precedent.

Redemption for Changes in Taxes. (a) The Issuer Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with Section 3.03 of the procedures set forth in Section 3.04Indenture), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to but not including the date fixed by the Issuer Company for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor Company is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor Company cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer Company or any Guarantor), and the requirement arises as a result of: : (ai) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction (other than Russia or any political subdivision thereof or therein) affecting taxation which change or amendment is becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or or (bii) any change in, or amendment to, the existing official published position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment or official position becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change, amendment is or official position has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became under the Indenture). (b) In the case of Additional Amounts required to be paid as a Tax Jurisdiction result of the Company conducting business other than in the place of its organization, such amendment or change must be announced and become effective on a date or after the date of in which the Offering Memorandum, after such later dateCompany begins to conduct business giving rise to the relevant withholding or deduction. (c) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall Company will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Company would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Company will deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Company to redeem the Notes hereunder. In addition, before the Issuer delivers a Company mails notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor Company taking reasonable measures available to it. The Trustee . (d) For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC on any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such directive will accept and not be a change or amendment for such purposes. (e) Any redemption pursuant to this paragraph 10 shall be entitled made pursuant to rely on such Officer’s Certificate and opinion the provisions of counsel as sufficient evidence Sections 3.01 through 3.06 of the existence Indenture and notice may, in the Company’s discretion, be subject to the satisfaction of the one or more conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)precedent.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders in accordance with Section 3.03(c) of the Notes Indenture (which notice shall will be irrevocable and given in accordance with the procedures set forth in Section 3.04), irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of record on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Tax Redemption Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantorany Note Guarantors, only if the payment giving rise to such requirement amount cannot be made paid by the Issuer or another Note Guarantor who can pay such amount, through the use of reasonable measures available to it, without the obligation to pay Additional Amounts), ) and the Issuer or the relevant any Note Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)available, and the requirement arises as a result of: (a1) any change in, repeal of or amendment to, the laws (or any regulations regulations, or rulings promulgated thereunder) of the relevant applicable Relevant Tax Jurisdiction (as defined above) affecting taxation which change change, repeal of or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Relevant Tax Jurisdiction has changed since the Issue Date, the date on which the then-current Relevant Tax Jurisdiction became a the applicable Relevant Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or (b2) any change in, repeal of or amendment to, the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, repeal, amendment, application or amendment is announced and interpretation becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Relevant Tax Jurisdiction has changed since the Issue Date, the date on which the then-current Relevant Tax Jurisdiction became a the applicable Relevant Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”Indenture). The Issuer shall will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant any Note Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due due, and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall will deliver the Trustee an opinion of independent tax counsel of expert, such tax expert being an internationally recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) law or accounting firm, to the effect that there has been a Change in Tax Law such change, repeal or amendment which would entitle the Issuer to redeem the Notes hereunderunder the Indenture. In addition, before Before the Issuer publishes or delivers a notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Officers’ Certificate to the effect that it or the relevant Note Guarantor cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Note Guarantor taking reasonable measures available to it. The Trustee will shall accept and shall be entitled to rely on such Officer’s Officers’ Certificate and opinion of counsel the tax expert as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.04)3.03 and Section 13.01, at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor (including any successor entity) is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)to it, and the requirement arises as a result of: (ai) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is announced and becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later dateunder this Indenture); or (bii) any change in, or amendment to, the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment, application or amendment is announced and interpretation becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”under this Indenture). The Issuer shall will not give any such notice of redemption earlier than 60 90 days prior to the earliest date on which the Issuer or Guarantor, as the relevant Guarantor case may be, would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effectdue. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoingforegoing and in accordance with Section 3.03, the Issuer shall or Guarantor, as the case may be, will deliver to the Trustee an opinion Opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) Counsel to the effect that there has been a Change such change or amendment and otherwise in Tax Law compliance with Section 13.03 which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers publishes or mails a notice of redemption of the Notes pursuant to the foregoing and in accordance with Section 3.03, the Issuer or Guarantor, as described abovethe case may be, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all the Holders of the HoldersNotes. The foregoing provisions For the avoidance of this Section 3.08 will applydoubt, mutatis mutandis, to the implementation of European Council Directive 2003/48/EC or any successor other directive implementing the conclusions of the Issuer (ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any Guarantor) law implementing or complying with respect or introduced in order to conform to such directive, will not be a Change in Tax Law occurring after the time change or amendment for such Person becomes successor to the Issuer (or any Guarantor)purposes.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.043.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: : (a1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or or (b2) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a1) and (b2), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a mails notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Class B Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Class B Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.043.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Class B Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Class B Notes or any Note GuaranteeGuarantee thereof, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Class B Notes or any Note Guarantee thereof were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Class B Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Class B Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Class B Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.043.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: : (a1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or or (b2) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a1) and (b2), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a mails notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any GuarantorXxxxxxxxx).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.04), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to to, but excluding, the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any GuarantorIssuer), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of an independent tax counsel advisor of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel advisor shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely absolutely, and without liability to any Person therefor, on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 3.09 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)Issuer.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.04), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to to, but excluding, the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any GuarantorIssuer), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 3.09 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)Issuer.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.043.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to to, but excluding, the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any GuarantorIssuer), and the requirement arises as a result of: : (a1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or or (b2) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a1) and (b2), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).Issuer. · [Reserved]

Redemption for Changes in Taxes. The Issuer Issuers may redeem the Notes, in whole but not in part, at its their discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04)notice, at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with of the Notes redeemed plus accrued and unpaid interestinterest and Additional Interest, if any, to to, but not including, the date fixed by the Issuer for of redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders holders of the Notes on the relevant Record Date record date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Date and Additional Amounts (interest payment date if any) in respect thereofthe Notes have not been redeemed prior to such date), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is Issuers are or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor Issuers cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any GuarantorAgent), and the requirement arises as a result of: (a) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is has not been publicly announced as formally proposed before and becomes effective on or after the date of the Offering Memorandum Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or (b) any change in, or amendment to, the existing official published position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is has not been publicly announced as formally proposed before and becomes effective on or after the date of the Offering Memorandum Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”Indenture). The Issuer shall Issuers will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Issuers would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Issuers will deliver to the Trustee trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trusteetrustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Issuers to redeem the Notes hereunder. In addition, before the Issuer delivers a Issuers mail notice of redemption of the Notes as described aboveherein, it shall they will deliver to the Trustee trustee an Officer’s Officers’ Certificate to the effect that it they cannot avoid its their obligation to pay Additional Amounts by the Issuer or the relevant Guarantor Issuers taking reasonable measures available to itthem. The Trustee will accept and shall be entitled to conclusively rely on such Officer’s Officers’ Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions For the avoidance of this Section 3.08 will applydoubt, mutatis mutandis, to the implementation of European Council Directive 2003/48/EC on any successor other directive implementing the conclusions of the Issuer (ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any Guarantor) law implementing or complying with respect or introduced in order to conform to, such directive will not be a Change in Tax Law occurring after the time change or amendment for such Person becomes successor to the Issuer (or any Guarantor)purposes.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.043.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to to, but excluding, the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any GuarantorIssuer), and the requirement arises as a result of: : (a1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or or (b2) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a1) and (b2), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of an independent tax counsel advisor of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel advisor shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely absolutely, and without liability to any Person therefor, on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)Issuer.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section under ‎‎Section 3.04), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practicepractice or revenue guidance), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the this Offering Memorandum, after such later date) (each of the foregoing clauses (a‎‎(a) and (b‎‎(b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 ‎‎Section 3.09 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. (a) The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 15 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with Section 3.03 of the procedures set forth in Section 3.04Indenture), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to but not including the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: : (ai) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction (other than Russia or any political subdivision thereof or therein and other than Switzerland with respect to change to the paying agent withholding tax regime) affecting taxation which change or amendment is becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or or (bii) any change in, or amendment to, the existing official published position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment or official position becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change, amendment is or official position has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became under the Indenture). (b) In the case of Additional Amounts required to be paid as a Tax Jurisdiction result of the Issuer conducting business other than in the place of its organization, such amendment or change must be announced and become effective on a date or after the date of in which the Offering Memorandum, after such later dateIssuer begins to conduct business giving rise to the relevant withholding or deduction. (c) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall will deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a mails notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and . (d) Any redemption pursuant to this paragraph 10 shall be entitled made pursuant to rely on such Officer’s Certificate and opinion the provisions of counsel as sufficient evidence Sections 3.01 through 3.06 of the existence Indenture and notice may, in the Issuer’s discretion, be subject to the satisfaction of the one or more conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)precedent.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.04)3.03 and Section 13.01 of the Indenture, at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor (including any successor entity) is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)available, and the requirement arises as a result of: (ai) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is announced and becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or (bii) any change in, or amendment to, the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment, application or amendment is announced and interpretation becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”Indenture). The Issuer shall or Guarantor, as the case may be, will not give any such notice of redemption earlier than 60 90 days prior to the earliest date on which the Issuer or Guarantor, as the relevant Guarantor case may be, would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effectdue. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoingforegoing and in accordance with Section 3.03 of the Indenture, the Issuer shall will deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change such change or amendment and otherwise in Tax Law compliance with Section 13.03 of the Indenture which would entitle the Issuer or Guarantor, as the case may be, to redeem the Notes hereunder. In addition, before the Issuer delivers a or Guarantor, as the case may be, publishes or mails notice of redemption of the Notes as described abovepursuant to the foregoing and in accordance with Section 3.03 of the Indenture, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or Guarantor, as the relevant Guarantor case may be, taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions For the avoidance of this Section 3.08 will applydoubt, mutatis mutandis, to the implementation of European Council Directive 2003/48/EC or any successor other directive implementing the conclusions of the Issuer (ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any Guarantor) law implementing or complying with respect or introduced in order to conform to such directive, will not be a Change in Tax Law occurring after the time change or amendment for such Person becomes successor to the Issuer (or any Guarantor)purposes.

Redemption for Changes in Taxes. (a) The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 15 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth in Section 3.043.03 hereof), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to but not including the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a1) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction (other than Russia or any political subdivision thereof or therein and other than Switzerland with respect to change to the paying agent withholding tax regime) affecting taxation which change or amendment is becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later dateunder this Indenture); or (b2) any change in, or amendment to, the existing official published position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment or official position becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change, amendment is or official position has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became under this Indenture). (b) In the case of Additional Amounts required to be paid as a Tax Jurisdiction result of the Issuer conducting business other than in the place of its organization, such amendment or change must be announced and become effective on a date or after the date of in which the Offering Memorandum, after such later dateIssuer begins to conduct business giving rise to the relevant withholding or deduction. (c) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall will deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a mails notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. . (d) The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing . (e) Any redemption pursuant to this Section 3.10 shall be made pursuant to the provisions of this Section 3.08 will applySections 3.01 through 3.06 hereof and notice may, mutatis mutandisin the Issuer’s discretion, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor be subject to the Issuer (satisfaction of one or any Guarantor)more conditions precedent.

Redemption for Changes in Taxes. (a) The Issuer Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 15 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with Section 3.03 of the procedures set forth in Section 3.04Indenture), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to but not including the date fixed by the Issuer Company for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor Company is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor Company cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer Company or any Guarantor), and the requirement arises as a result of: : (ai) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction (other than Russia or any political subdivision thereof or therein and other than Switzerland with respect to change to the paying agent withholding tax regime) affecting taxation which change or amendment is becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or or (bii) any change in, or amendment to, the existing official published position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment or official position becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change, amendment is or official position has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became under the Indenture). (b) In the case of Additional Amounts required to be paid as a Tax Jurisdiction result of the Company conducting business other than in the place of its organization, such amendment or change must be announced and become effective on a date or after the date of in which the Offering Memorandum, after such later dateCompany begins to conduct business giving rise to the relevant withholding or deduction. (c) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall Company will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Company would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Company will deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Company to redeem the Notes hereunder. In addition, before the Issuer delivers a Company mails notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor Company taking reasonable measures available to it. The Trustee will accept and . (d) Any redemption pursuant to this paragraph 10 shall be entitled made pursuant to rely on such Officer’s Certificate and opinion the provisions of counsel as sufficient evidence Sections 3.01 through 3.06 of the existence Indenture and notice may, in the Company’s discretion, be subject to the satisfaction of the one or more conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).precedent

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.043.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to to, but excluding, the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or the Note Guarantee, the Issuer or any the Guarantor is or would be required to pay Additional Amounts (but, in the case of a the Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any the Guarantor), and the requirement arises as a result of: : (a1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or or (b2) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a1) and (b2), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or the Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel advisor of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel advisor shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely conclusively on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer (or any the Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any the Guarantor).

Redemption for Changes in Taxes. (a) The Issuer Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 15 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with Section 3.03 of the procedures set forth in Section 3.04Indenture), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to but not including the date fixed by the Issuer Company for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor Company is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor Company cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer Company or any Guarantor), and the requirement arises as a result of: : (ai) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or or (bii) any change in, or amendment to, the existing official published position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment or official position becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, which change, amendment is or official position has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became under the Indenture). (b) In the case of Additional Amounts required to be paid as a Tax Jurisdiction result of the Company conducting business other than in the place of its organization, such amendment or change must be announced and become effective on a date or after the date of in which the Offering Memorandum, after such later dateCompany begins to conduct business giving rise to the relevant withholding or deduction. (c) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall Company will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Company would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery sending of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Company will deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Company to redeem the Notes hereunder. In addition, before the Issuer delivers a Company sends notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor Company taking reasonable measures available to it. The Trustee will accept and . (d) Any redemption pursuant to this paragraph 10 shall be entitled made pursuant to rely on such Officer’s Certificate and opinion the provisions of counsel as sufficient evidence Sections 3.01 through 3.06 of the existence Indenture and notice may, in the Company’s discretion, be subject to the satisfaction of the one or more conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)precedent.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.04)3.03 and Section 13.01 of the Indenture, at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor (including any successor entity) is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)to it, and the requirement arises as a result of: (a) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is announced and becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or (b) any change in, or amendment to, the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment, application or amendment is announced and interpretation becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”Indenture). The Issuer shall will not give any such notice of redemption earlier than 60 90 days prior to the earliest date on which the Issuer or Guarantor, as the relevant Guarantor case may be, would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effectdue. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoingforegoing and in accordance with Section 3.03 of the Indenture, the Issuer shall or the Guarantor, as the case may be, will deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change such change or amendment and otherwise in Tax Law compliance with Section 13.03 of the Indenture which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers publishes or mails a notice of redemption of the Notes pursuant to the foregoing and in accordance with Section 3.03 of the Indenture, the Issuer or the Guarantor, as described abovethe case may be, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all the Holders of the HoldersNotes. The foregoing provisions For the avoidance of this Section 3.08 will applydoubt, mutatis mutandis, to the implementation of European Council Directive 2003/48/EC or any successor other directive implementing the conclusions of the Issuer (ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any Guarantor) law implementing or complying with respect or introduced in order to conform to such directive, will not be a Change in Tax Law occurring after the time change or amendment for such Person becomes successor to the Issuer (or any Guarantor)purposes.

Redemption for Changes in Taxes. The Issuer may redeem the Backstop Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Backstop Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.043.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Backstop Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Backstop Notes or any Note GuaranteeGuarantee thereof, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Backstop Notes or any Note Guarantee thereof were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Backstop Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Backstop Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Backstop Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. ​ ​ The foregoing provisions of this paragraph 7 and Section 3.08 3.09 of the Indenture will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section under ‎‎Section 3.04), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practicepractice or revenue guidance), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a‎‎(a) and (b‎‎(b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 ‎‎Section 3.09 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. (a) The Issuer Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 15 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth in Section 3.043.03 hereof), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to but not including the date fixed by the Issuer Company for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor Company is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor Company cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer Company or any Guarantor), and the requirement arises as a result of: (a1) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later dateunder this Indenture); or (b2) any change in, or amendment to, the existing official published position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment or official position becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, which change, amendment is or official position has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became under this Indenture). (b) In the case of Additional Amounts required to be paid as a Tax Jurisdiction result of the Company conducting business other than in the place of its organization, such amendment or change must be announced and become effective on a date or after the date of in which the Offering Memorandum, after such later dateCompany begins to conduct business giving rise to the relevant withholding or deduction. (c) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall Company will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Company would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of sending any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Company will deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Company to redeem the Notes hereunder. In addition, before the Issuer delivers a Company sends notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor Company taking reasonable measures available to it. . (d) The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing . (e) Any redemption pursuant to this Section 3.10 shall be made pursuant to the provisions of this Section 3.08 will applySections 3.01 through 3.06 hereof and notice may, mutatis mutandisin the Company’s discretion, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor be subject to the Issuer (satisfaction of one or any Guarantor)more conditions precedent.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.04)3.03 and Section 13.01 of the Indenture, at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor (including any successor entity) is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)to it, and the requirement arises as a result of: (a1) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is announced and becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or (b2) any change in, or amendment to, the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment, application or amendment is announced and interpretation becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”Indenture). The Issuer shall will not give any such notice of redemption earlier than 60 90 days prior to the earliest date on which the Issuer or Guarantor, as the relevant Guarantor case may be, would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effectdue. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoingforegoing and in accordance with Section 3.03 of the Indenture, the Issuer shall or the Gurantor, as the case may be, will deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change such change or amendment and otherwise in Tax Law compliance with Section 13.03 of the Indenture which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers publishes or mails a notice of redemption of the Notes pursuant to the foregoing and in accordance with Section 3.03 of the Indenture, the Issuer or the Guarantor, as described abovethe case may be, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all the Holders of the HoldersNotes. The foregoing provisions For the avoidance of this Section 3.08 will applydoubt, mutatis mutandis, to the implementation of European Council Directive 2003/48/EC or any successor other directive implementing the conclusions of the Issuer (ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any Guarantor) law implementing or complying with respect or introduced in order to conform to such directive, will not be a Change in Tax Law occurring after the time change or amendment for such Person becomes successor to the Issuer (or any Guarantor)purposes.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04under ‎‎Section 3.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: : (a1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or or (b2) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practicepractice or revenue guidance), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a1) and (b2), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a mails notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any GuarantorXxxxxxxxx).

Redemption for Changes in Taxes. The Issuer Issuers may redeem the Notes, in whole but not in part, at its their discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04)notice, at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with of the Notes redeemed plus accrued and unpaid interestinterest and Additional Interest, if any, to to, but not including, the date fixed by the Issuer for of redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders holders of the Notes on the relevant Record Date record date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Date and Additional Amounts (interest payment date if any) in respect thereofthe Notes have not been redeemed prior to such date), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is Issuers are or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor Issuers cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any GuarantorAgent), and the requirement arises as a result of: (a) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is has not been publicly announced as formally proposed before and becomes effective on or after the date of the Offering Memorandum Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or (b) any change in, or amendment to, the existing official published position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is has not been publicly announced as formally proposed before and becomes effective on or after the date of the Offering Memorandum Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”Indenture). The Issuer shall Issuers will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Issuers would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Issuers will deliver to the Trustee trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trusteetrustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Issuers to redeem the Notes hereunder. In addition, before the Issuer delivers a Issuers mail notice of redemption of the Notes as described aboveherein, it shall they will deliver to the Trustee trustee an Officer’s Officers’ Certificate to the effect that it they cannot avoid its obligation their obligations to pay Additional Amounts by the Issuer or the relevant Guarantor Issuers taking reasonable measures available to itthem. The Trustee will accept and shall be entitled to conclusively rely on such Officer’s Officers’ Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions For the avoidance of this Section 3.08 will applydoubt, mutatis mutandis, to the implementation of European Council Directive 2003/48/EC on any successor other directive implementing the conclusions of the Issuer (ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any Guarantor) law implementing or complying with respect or introduced in order to conform to, such directive will not be a Change in Tax Law occurring after the time change or amendment for such Person becomes successor to the Issuer (or any Guarantor)purposes.

Redemption for Changes in Taxes. (a) The Issuer Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 15 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth in Section 3.043.03 hereof), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to but not including the date fixed by the Issuer Company for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor Company is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor Company cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer Company or any Guarantor), and the requirement arises as a result of: (a1) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction (other than Russia or any political subdivision thereof or therein and other than Switzerland with respect to change to the paying agent withholding tax regime) affecting taxation which change or amendment is becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later dateunder this Indenture); or (b2) any change in, or amendment to, the existing official published position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment or official position becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change, amendment is or official position has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became under this Indenture). (b) In the case of Additional Amounts required to be paid as a Tax Jurisdiction result of the Company conducting business other than in the place of its organization, such amendment or change must be announced and become effective on a date or after the date of in which the Offering Memorandum, after such later dateCompany begins to conduct business giving rise to the relevant withholding or deduction. (c) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall Company will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Company would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Company will deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Company to redeem the Notes hereunder. In addition, before the Issuer delivers a Company mails notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor Company taking reasonable measures available to it. . (d) The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing . (e) Any redemption pursuant to this Section 3.10 shall be made pursuant to the provisions of this Section 3.08 will applySections 3.01 through 3.06 hereof and notice may, mutatis mutandisin the Company’s discretion, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor be subject to the Issuer (satisfaction of one or any Guarantor)more conditions precedent.

Redemption for Changes in Taxes. The Issuer Issuers may redeem the Notes, in whole but not in part, at its their discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth in Section 3.04described under Sections 3.02 and 3.03 hereof), at a Redemption Price redemption price equal to 100100.0% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer Issuers for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof)otherwise, if the Issuers or a Guarantor as the case may be, on the next date on which any amount would be payable in respect of the Notes or Note any Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts Amounts, and the Company, Issuers or the relevant Guarantor (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer Company, Issuers or another Guarantor Guarantor, who can make such payment without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor ) cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of including making payment through a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantorpaying agent located in another jurisdiction), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is has not been formally announced before the date of this Offering Memorandum and becomes effective on or after the date of the Indenture (or, if a Tax Jurisdiction has been added since the date of this Offering Memorandum (or if Memorandum, the applicable date on which that Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the under this Offering Memorandum, after such later date); or (b) any change in, or amendment to, the existing official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment, application or amendment is interpretation has not been formally announced and becomes effective after before the Issue Date (or, if a Tax Jurisdiction has been added since the Issue Date, the date of the Offering Memorandum (or if the applicable on which that Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”tax jurisdiction under this Indenture). The Issuer shall Issuers will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer Company, the Issuers or Guarantor, as the relevant Guarantor case may be, would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note any Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effectdue. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Issuers will deliver to the Trustee an opinion Opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) Counsel, to the effect that there has been a Change in Tax Law such change or amendment which would entitle obligate the Issuer Company, the Issuers or a Guarantor to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee make such payment or withholding and an Officer’s Certificate to the effect that it the Company, the Issuers or Guarantor, as the case may be, cannot avoid its obligation to pay Additional Amounts such payment or withholding by the Issuer or the relevant Guarantor taking reasonable measures available to it. For the avoidance of doubt, reasonable measures shall not include anything which has any material impact on the business of the Company, the Issuers or Guarantor, or which would cause the Company, the Issuers or Guarantor to incur any material costs. The Trustee will accept and shall be entitled to conclusively rely on such Opinion of Counsel and Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, 3.10 shall apply mutatis mutandis, mutandis to the laws and official positions of any jurisdiction in which any successor of the Issuer (to a payor is organized or otherwise considered to be a resident for tax purposes or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (political subdivision or taxing authority or agency thereof or therein. The provisions of this Section 3.10 shall survive any Guarantor)termination, defeasance or discharge of this Indenture.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section under ‎‎Section 3.04), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practicepractice or revenue guidance), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a‎‎(a) and (b‎‎(b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 ‎‎Section 3.09 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. (a) The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 15 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with Section 3.03 of the procedures set forth in Section 3.04Indenture), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to but not including the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: : (ai) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction (other than Russia or any political subdivision thereof or therein and other than Switzerland with respect to change to the paying agent withholding tax regime) affecting taxation which change or amendment is becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, if the relevant Tax Jurisdiction has changed since the Issue Date, which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or or (bii) any change in, or amendment to, the existing official published position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment or official position becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change, amendment is or official position has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became under the Indenture). (b) In the case of Additional Amounts required to be paid as a Tax Jurisdiction result of the Issuer conducting business other than in the place of its organization, such amendment or change must be announced and become effective on a date or after the date of in which the Offering Memorandum, after such later dateIssuer begins to conduct business giving rise to the relevant withholding or deduction. (c) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall will deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a mails notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and . (d) Any redemption pursuant to this paragraph 10 shall be entitled made pursuant to rely on such Officer’s Certificate and opinion the provisions of counsel as sufficient evidence Sections 3.01 through 3.06 of the existence Indenture and notice may, in the Issuer’s discretion, be subject to the satisfaction of the one or more conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)precedent.

Redemption for Changes in Taxes. (a) The Issuer Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 15 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with Section 3.03 of the procedures set forth in Section 3.04Indenture), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to but not including the date fixed by the Issuer Company for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor Company is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor Company cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer Company or any Guarantor), and the requirement arises as a result of: : (ai) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction (other than Russia or any political subdivision thereof or therein and other than Switzerland with respect to change to the paying agent withholding tax regime) affecting taxation which change or amendment is becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or or (bii) any change in, or amendment to, the existing official published position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment or official position becomes effective on or after the Issue Date (or, in the case of Russia or any political subdivision thereof or therein, or if the relevant Tax Jurisdiction has changed since the Issue Date, which change, amendment is or official position has not been publicly announced as formally proposed before and becomes effective on or after the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became under the Indenture). (b) In the case of Additional Amounts required to be paid as a Tax Jurisdiction result of the Company conducting business other than in the place of its organization, such amendment or change must be announced and become effective on a date or after the date of in which the Offering Memorandum, after such later dateCompany begins to conduct business giving rise to the relevant withholding or deduction. (c) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall Company will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Company would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Company will deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Company to redeem the Notes hereunder. In addition, before the Issuer delivers a Company mails notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor Company taking reasonable measures available to it. The Trustee will accept and . (d) Any redemption pursuant to this paragraph 10 shall be entitled made pursuant to rely on such Officer’s Certificate and opinion the provisions of counsel as sufficient evidence Sections 3.01 through 3.06 of the existence Indenture and notice may, in the Company’s discretion, be subject to the satisfaction of the one or more conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)precedent.

Redemption for Changes in Taxes. The Issuer Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 15 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth in Section 3.04)this Article V, at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer Company for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which and that will become due on the Tax Redemption Re- demption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant an Interest Payment Date that is prior to the Tax Redemption Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeGuarantees, the Issuer or any relevant Foreign Guarantor is or would be required to pay Additional Amounts, the payment giving rise to such requirement cannot be made by the Company or another Guarantor without the obligation to pay Additional Amounts, and the relevant Foreign Guarantor cannot avoid any such payment obligation taking reasonable measures available, as a result of: (1) any change in, or amendment to or the laws (or any regulations, protocols or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment has not been publicly announced before and which becomes effective on or after the date of this Offering Memorandum (or, if the relevant Tax Jurisdiction was not a Tax Jurisdiction on the Issue Date, the date on which such Tax Jurisdiction became a Tax Jurisdiction under the Indenture); or (2) any change in, or amendment to, the existing official written position or the introduction of a written official position regarding the application, administration or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change, amendment, application or interpretation has not been publicly announced and becomes effective on or after the date of this Offering Memorandum (or, if the relevant Tax Jurisdiction was not a Tax Jurisdiction on the Issue Date, the date on which such Tax Jurisdiction became a Tax Jurisdiction under the Indenture). The Company will not give any such notice of redemption earlier than 30 days prior to the earliest date on which the relevant Foreign Guarantor would be obligated to make such payment or withholding if a payment in respect of the Notes or the Guarantees were then due, and unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver the trustee an Opinion of Counsel to the effect that there has been such change or amendment which would entitle the relevant Foreign Guarantor to redeem the Notes hereunder. In addition, before the Company publishes or mails notice of redemption of the Notes as described above, it will deliver to the trustee an Officer’s Certificate to the effect that the obligation to pay Additional Amounts cannot be avoided by the relevant Foreign Guarantor (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer Company or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all the Holders of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)Notes.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.04), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to to, but excluding, the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or the Note Guarantee, the Issuer or any the Guarantor is or would be required to pay Additional Amounts (but, in the case of a the Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any the Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or the Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel advisor of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel advisor shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely conclusively on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 3.09 will apply, mutatis mutandis, to any successor of the Issuer (or any the Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any the Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.04)3.03 and Section 13.01, at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor (including any successor entity) is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)available, and the requirement arises as a result of: (ai) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is announced and becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later dateunder this Indenture); or (bii) any change in, or amendment to, the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment, application or amendment is announced and interpretation becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”under this Indenture). The Issuer shall or Guarantor, as the case may be, will not give any such notice of redemption earlier than 60 90 days prior to the earliest date on which the Issuer or Guarantor, as the relevant Guarantor case may be, would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effectdue. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoingforegoing and in accordance with Section 3.03, the Issuer shall will deliver to the Trustee an opinion Opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) Counsel to the effect that there has been a Change such change or amendment and otherwise in Tax Law compliance with Section 13.03 which would entitle the Issuer or Guarantor, as the case may be, to redeem the Notes hereunder. In addition, before the Issuer delivers a or Guarantor, as the case may be, publishes or mails notice of redemption of the Notes as described abovepursuant to the foregoing and in accordance with Section 3.03, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or Guarantor, as the relevant Guarantor case may be, taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions For the avoidance of this Section 3.08 will applydoubt, mutatis mutandis, to the implementation of European Council Directive 2003/48/EC or any successor other directive implementing the conclusions of the Issuer (ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any Guarantor) law implementing or complying with respect or introduced in order to conform to such directive, will not be a Change in Tax Law occurring after the time change or amendment for such Person becomes successor to the Issuer (or any Guarantor)purposes.

Redemption for Changes in Taxes. The Issuer may may, at its option, redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth provisions described in Section 3.04)3.03 of the Indenture) to the Holders, at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interestinterest thereon, if any, to the redemption date to be fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (Amounts, if any) , then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on an interest payment date that is prior to the relevant Interest Payment Tax Redemption Date and Additional Amounts (Amounts, if any) , in respect thereof)) if the Issuer is or, if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is or would be required obliged to pay Additional Amounts (but, in excess of the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by Additional Amounts that the Issuer or another Guarantor without the obligation was obligated to pay Additional Amounts)as of the Issue Date in respect of the Notes, and which the Issuer or the relevant Guarantor cannot avoid any such payment obligation by the use of reasonable measures available to it (including taking reasonable measures available (including, for the avoidance of doubt, appointment of to make payment through a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantorlocated in another jurisdiction), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax any Relevant Taxing Jurisdiction which change or amendment is announced and affecting taxation that becomes effective on or after the date of the Offering Memorandum Indenture (or if or, in the applicable Tax case of a jurisdiction that becomes a Relevant Taxing Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIndenture, on or after such later date; provided that there has been no formal proposal for such change or amendment the enactment of which was imminent when the jurisdiction became a Relevant Taxing Jurisdiction); or (b) any change in, or amendment to, in the official application, administration or interpretation of such the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and jurisdiction) that becomes effective on or after the date of the Offering Memorandum Indenture (or if or, in the applicable Tax case of a jurisdiction that becomes a Relevant Taxing Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIndenture, on or after such later date) ; provided that there has been no formal proposal for such change or amendment the enactment of which was imminent when the jurisdiction became a Relevant Taxing Jurisdiction), (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall will not give any such notice of redemption (a) earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated obliged to make such payment or of Additional Amounts or withholding if a payment in respect of the Notes or Note Guarantee Guarantees were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts must remain in accordance with the terms of the Indenture remains in effect. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall will deliver to the Trustee Trustee: (a) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer to so redeem have occurred (including that the obligation to pay such Additional Amounts cannot be avoided by the Issuer taking reasonable measures available to it); and (b) an opinion of independent tax counsel of recognized standing standing, qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) Relevant Taxing Jurisdiction, to the effect that there has been the Issuer is or would be obliged to pay such Additional Amounts as a result of a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to itLaw. The Trustee will accept and shall be entitled to rely on such Officer’s Officers’ Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer Issuers may redeem the Notes, in whole but not in part, at its their discretion at any time upon giving not less than 10 15 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04)notice, at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with of the Notes redeemed plus accrued and unpaid interestinterest to, if anybut not including, to the date fixed by the Issuer for of redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (interest payment date if any) in respect thereofthe Notes have not been redeemed prior to such date), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer Issuers or any Guarantor is of the Guarantors are or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the an Issuer or another Guarantor or cannot be made by an Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer Issuers or the relevant such Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any GuarantorAgent), and the requirement arises as a result of: (a) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is has not been publicly announced as formally proposed before and becomes effective on or after the date of the Offering Memorandum Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later dateunder this Indenture); or (b) any change in, or amendment to, the existing official published position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is has not been publicly announced as formally proposed before and becomes effective on or after the date of the Offering Memorandum Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”under this Indenture). The Issuer shall Issuers will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Issuers would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery sending of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Issuers will deliver to the Trustee an opinion Opinion of Counsel from independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Issuers to redeem the Notes hereunder. In addition, before the Issuer delivers a Issuers send notice of redemption of the Notes as described aboveherein, it shall they will deliver to the Trustee an Officer’s Officers’ Certificate to the effect that it they cannot avoid its their obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to itthem. The Trustee will accept and shall be entitled to conclusively rely on such Officer’s Officers’ Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Class A Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Class A Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.043.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Class A Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Class A Notes or any Note GuaranteeGuarantee thereof, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Class A Notes or any Note Guarantee thereof were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Class A Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Class A Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Class A Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this paragraph 7 and Section 3.08 3.09 of the Indenture will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).. ​ ​

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04under ‎‎Section 3.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became : a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any GuarantorXxxxxxxxx).

Redemption for Changes in Taxes. The Issuer MagnaChip may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04)notice, at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interestinterest and Special Interest, if any, to the date fixed by the Issuer for of redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which and that will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders holders of the Notes on the relevant Record Date record date to receive interest (including Special Interest) due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor MagnaChip is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor MagnaChip cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)available, and the requirement arises as a result of: (a) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date)as defined above) affecting taxation; or (b) any change in, or amendment to, the existing official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is publicly announced as formally proposed after and becomes effective after the Issue Date (or, if the relevant Tax Jurisdiction was not a Tax Jurisdiction on the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”under this Indenture). The Issuer MagnaChip shall not have the right to redeem the Notes under this paragraph based on Additional Amounts being due as a result of a merger or consolidation of MagnaChip in which MagnaChip is not the surviving Person in such merger or consolidation. MagnaChip will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the relevant Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due due, and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Issuers will deliver to the Trustee an a written opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which change or amendment that would entitle the Issuer MagnaChip to redeem the Notes hereunderunder this provision. In addition, before the Issuer delivers a Issuers publish or mail notice of redemption of the Notes as described above, it shall they will deliver to the Trustee an Officer’s Officers’ Certificate to the effect that it the relevant Issuer cannot avoid its obligation to pay Additional Amounts by the relevant Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the NotesNotes of any series, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes of such series (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.04), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date for the applicable series of Notes to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeGuarantee of such series, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum Signing Date (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumSigning Date, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practicepractice or revenue guidance), which change or amendment is announced and becomes effective after the date of the Offering Memorandum Signing Date (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumSigning Date, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee of such series were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Notes of any series pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes of such series hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes of any series as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 3.09 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the NotesIf, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) or relevant treaties of any Relevant Taxing Jurisdiction (as defined in Section 4.16 of the relevant Tax Jurisdiction Indenture) which change or amendment is has not been publically announced as formally proposed before and which becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date)Indenture; or (b) any change in, or amendment to, which has not been publically announced as formally proposed before and which becomes effective after the date of the Indenture in the official application, application or official interpretation or administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date ) of the Offering Memorandum (or if the applicable Tax any Relevant Taxing Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing in clauses (a) and (b), a “Change in Tax Law”), the Issuer or any Guarantor (but, in the case of a Guarantor, only if the Issuer and the other Guarantors cannot pay the relevant amount without the obligation to pay such Additional Amounts) would be obligated to pay, on the next date for any payment, Additional Amounts, as described in Section 4.16 of the Indenture, which the Issuer or such Guarantor cannot avoid by the use of reasonable measures available to it, then the Issuer may, at its option, redeem all, but not less than all, of the Notes, at any time thereafter, upon not less than 30 nor more than 60 days’ prior notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures described in Section 3.03 and Section 12.01 of the Indenture), at a redemption price of 100% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to this paragraph and in accordance with Section 3.03 of the Indenture, the Issuer or the Guarantor (as the case may be) will deliver to the Trustee and the Paying Agents: (i) an Officer’s Certificate of the Issuer or a Guarantor (as the case may be) stating that the obligation to pay such Additional Amounts cannot be avoided by the Issuer’s or such Guarantor’s taking reasonable measures available to it; and (ii) a written opinion of independent legal counsel of recognized standing addressed to the Issuer or Guarantor (as the case may be) qualified under the laws of the Relevant Taxing Jurisdiction and otherwise in compliance with Section 12.03 of the Indenture to the effect that the Issuer or such Guarantor has or will become obligated to pay such Additional Amounts as a result of a Change in Tax Law. The Issuer Trustee shall not give any accept, and shall be entitled to rely on, such Officer’s Certificate and opinion of counsel, delivered in compliance with clauses (a) and (b) above, as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders of the Notes. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 60 90 days prior to the earliest date on which the Issuer or Guarantor (as the relevant Guarantor case may be) would be obligated obliged to make such payment or of Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts must remain remains in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.04Sections 3.02 and 3.03 hereof), at a Redemption Price redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note any Guarantee, the Issuer or any the relevant Guarantor is or would be required to pay Additional Amounts (but, but in the case of a the relevant Guarantor, only if the payment giving rise to such requirement amount payable cannot be made paid by the Issuer or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (includingto it, for the avoidance of doubt, appointment of including by making payment through a new different Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)Agent, and the requirement arises as a result of: (a1) any amendment to, or change in, or amendment tothe laws, the laws (treaties or any regulations regulations, rulings or rulings other official guidance promulgated thereunder) thereunder of the a relevant Tax Jurisdiction which change or amendment is announced publicly and formally proposed and becomes effective on or after the date of the Offering Memorandum (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b2) any amendment to, or change in, an official written interpretation or amendment to, the official application, administration or interpretation application of such laws, regulations treaties, regulations, rulings or rulings other official guidance (including by virtue of a holding, judgment or judgment, order by a court of competent jurisdiction or a change in published administrative practice), ) which amendment or change or amendment is announced publicly and formally proposed and becomes effective on or after the date of the Offering Memorandum (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due due, and the obligation to pay Additional Amounts must be in effect at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery giving of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall will deliver to the Trustee an opinion of independent internationally recognized tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law such amendment or change which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a gives notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Class A Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Class A Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.043.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Class A Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Class A Notes or any Note GuaranteeGuarantee thereof, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Class A Notes or any Note Guarantee thereof were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Class A Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Class A Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Class A Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this paragraph 7 and Section 3.08 3.09 of the Indenture will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer Issuers may redeem each series of the Notes, in whole but not in part, at its their discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interestinterest and Liquidated Damages, if any, to the date fixed by the Issuer Issuers for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is Issuers have or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor Issuers cannot avoid any such payment obligation by taking reasonable measures available (includingto them, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a1) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is has not been publicly announced as formally adopted and which becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later dateunder this Indenture); or (b2) any change in, or amendment to, the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment, application or amendment is interpretation has not been publicly announced as formally adopted and becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”under this Indenture). The Issuer shall Issuers will not give any such notice of redemption earlier than 60 90 days prior to the earliest date on which the Issuer or the relevant Guarantor Issuers would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effectdue. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Issuers will deliver the Trustee an opinion of independent tax counsel, the choice of such counsel of recognized standing qualified under to be subject to the laws prior written approval of the relevant Tax Jurisdiction Trustee (which counsel shall such approval not to be reasonably acceptable to the Trusteeunreasonably withheld) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Issuers to redeem the Notes hereunder. In addition, before hereunder and the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it Issuers cannot avoid its any obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)available.

Redemption for Changes in Taxes. The Issuer Issuers may redeem the Notes, in whole but not in part, at its their discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04)notice, at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with of the Notes redeemed plus accrued and unpaid interestinterest to, if anybut not including, to the date fixed by the Issuer for of redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders holders of the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (interest payment date if any) in respect thereofthe Notes have not been redeemed prior to such date), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is Issuers are or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor Issuers cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any GuarantorAgent), and the requirement arises as a result of: (a) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is has not been publicly announced as formally proposed before and becomes effective on or after the date of the Offering Memorandum Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or (b) any change in, or amendment to, the existing official published position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is has not been publicly announced as formally proposed before and becomes effective on or after the date of the Offering Memorandum Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”Indenture). The Issuer shall Issuers will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Issuers would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Issuers will deliver to the Trustee trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trusteetrustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Issuers to redeem the Notes hereunder. In addition, before the Issuer delivers a Issuers mail notice of redemption of the Notes as described aboveherein, it shall they will deliver to the Trustee trustee an Officer’s Officers’ Certificate to the effect that it they cannot avoid its their obligation to pay Additional Amounts by the Issuer or the relevant Guarantor Issuers taking reasonable measures available to itthem. The Trustee will accept and shall be entitled to conclusively rely on such Officer’s Officers’ Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions For the avoidance of this Section 3.08 will applydoubt, mutatis mutandis, to the implementation of European Council Directive 2003/48/EC on any successor other directive implementing the conclusions of the Issuer (ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any Guarantor) law implementing or complying with respect or introduced in order to conform to, such directive will not be a Change in Tax Law occurring after the time change or amendment for such Person becomes successor to the Issuer (or any Guarantor)purposes.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.04), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.043.03), at a Redemption Price redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)available, and the requirement arises as a result of: (a1) any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the a relevant Tax Jurisdiction which change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date); or (b2) any amendment to, or change in, an official written interpretation or amendment to, the official application, administration or interpretation application of such laws, regulations or rulings (including by virtue of a holding, judgment or judgment, order by a court of competent jurisdiction or a change in published administrative practice), ) which amendment or change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee notes were then due due, and the obligation to pay Additional Amounts must be in effect at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall will deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under expertise in the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable jurisdiction and satisfactory to the Trustee) Trustee to the effect that there has been a Change in Tax Law such amendment or change which would entitle the Issuer to redeem the Notes notes hereunder. In addition, before the Issuer delivers a publishes or mails notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. Such Officer’s Certificate will also set forth a statement of facts showing that the conditions precedent to the right of the Issuer to so redeem the Notes have been fulfilled. The Trustee will accept and shall be entitled to conclusively rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. (a) The Issuer may redeem the Senior Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ ' prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.043.03 and Section 12.01 hereof), at a Redemption Price redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to (but excluding) the date fixed by the Issuer for redemption (a “"Tax Redemption Date”") and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeSenior Notes, (x) the Issuer or any a Guarantor is or would be required to pay Additional Amounts or (buty) any payments on the Proceeds Bonds would become subject to withholding or deduction for, or on account of, any Taxes imposed or levied by or on behalf of Nigeria or any political subdivision or any authority thereof or therein having power to tax at a rate in excess of 7.5% (calculated after giving effect to any reduction of such rate under the applicable tax treaty between the Netherlands and Nigeria) ("Proceeds Bond Withholding"), and in each case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)available, and the requirement arises as a result of: (ai) any amendment to, or change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of the a relevant Tax Jurisdiction which change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction with respect to the Issuer or such Guarantor, as applicable, on a date after the date of the Offering MemorandumIssue Date, after such later date); or (bii) any amendment to, or change in, an official position, or amendment tothe introduction of an official position, regarding the official applicationinterpretation, administration or interpretation application of such laws, regulations regulations, treaties or rulings (including by virtue of a holding, judgment judgment, or order by a court of competent jurisdiction or a change in published administrative practice)) which amendment, which change or amendment is announced and introduction becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction with respect to the Issuer or such Guarantor, as applicable on a date after the date of the Offering MemorandumIssue Date, after such later date) (each of the foregoing clauses (ai) and (bii), a “"Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor").

Redemption for Changes in Taxes. The Issuer Issuers may redeem the Notes, in whole but not in part, at its their discretion at any time upon giving not less than 10 30 nor more than 60 days’ notice (provided that the Trustee receives notice at least 45 days prior written notice to such redemption unless a shorter period is agreed to by the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04Trustee), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with of the Notes redeemed plus accrued and unpaid interestinterest to, if anybut not including, to the date fixed by the Issuer for of redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (interest payment date if any) in respect thereofthe Notes have not been redeemed prior to such date), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer Issuers or any Guarantor is of the Guarantors are or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the an Issuer or another Guarantor or cannot be made by an Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer Issuers or the relevant such Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any GuarantorAgent), and the requirement arises as a result of: (a) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is has not been publicly announced as formally proposed before and becomes effective on or after the date of the Offering Memorandum Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later dateunder this Indenture); or (b) any change in, or amendment to, the existing official published position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is has not been publicly announced as formally proposed before and becomes effective on or after the date of the Offering Memorandum Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”under this Indenture). The Issuer shall Issuers will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Issuers would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Issuers will deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Issuers to redeem the Notes hereunder. In addition, before the Issuer delivers a Issuers send notice of redemption of the Notes as described aboveherein, it shall they will deliver to the Trustee an Officer’s Officers’ Certificate to the effect that it they cannot avoid its their obligation to pay Additional Amounts by the Issuer or the relevant Guarantor Issuers taking reasonable measures available to itthem. The Trustee will accept and shall be entitled to conclusively rely on such Officer’s Officers’ Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04under ‎‎Section 3.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: : (a1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or or (b2) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practicepractice or revenue guidance), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a1) and (b2), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a mails notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any GuarantorXxxxxxxxx).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04)holders, at a Redemption Price redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the redemption date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if anyas defined under paragraph 7 below) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof)which otherwise would be payable, if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (includingto it, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a1) any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) thereunder of the a relevant Tax Jurisdiction (as defined under paragraph 7 below) which change or amendment is announced and becomes effective after the date of the Offering Memorandum this offering memorandum (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandumthis offering memorandum, after such later date); or (b2) any amendment to, or change in, an official interpretation or amendment to, the official application, administration or interpretation of application regarding such laws, regulations or rulings (rulings, including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum this offering memorandum (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandumthis offering memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall will not give any such notice of redemption earlier than 60 90 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and due, and, at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Unless the Old Endo Merger has occurred, the Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04)notice, at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with of the Notes redeemed plus accrued and unpaid interestinterest to, if anybut not including, to the date fixed by the Issuer for of redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders holders of the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (interest payment date if any) in respect thereofthe Notes have not been redeemed prior to such date), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any GuarantorAgent), and the requirement arises as a result of: (a) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is has not been publicly announced as formally proposed before and becomes effective on or after the date of the Offering Memorandum Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later dateIndenture); or (b) any change in, or amendment to, the existing official published position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is has not been publicly announced as formally proposed before and becomes effective on or after the date of the Offering Memorandum Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after under the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”Indenture). The Issuer shall will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall will deliver to the Trustee trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trusteetrustee) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a mails notice of redemption of the Notes as described aboveherein, it shall will deliver to the Trustee trustee an Officer’s Officers’ Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to conclusively rely on such Officer’s Officers’ Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions For the avoidance of this Section 3.08 will applydoubt, mutatis mutandis, to the implementation of European Council Directive 2003/48/EC on any successor other directive implementing the conclusions of the Issuer (ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any Guarantor) law implementing or complying with respect or introduced in order to conform to, such directive will not be a Change in Tax Law occurring after the time change or amendment for such Person becomes successor to the Issuer (or any Guarantor)purposes.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 ten (10) nor more than 60 sixty (60) days’ ' prior written notice to the Holders of the such series of Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.04Sections 3.03 and 12.01 of the Indenture), at a Redemption Price redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “"Tax Redemption Date”") and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of such Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in with respect of the Notes or Note Guaranteeto such Notes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and (a) the Issuer or the relevant Guarantor cannot avoid any such payment obligation requirement by taking reasonable measures available to it (including, for including the avoidance of doubt, appointment designation of a new Paying Agent but excluding different paying agent), (b) in the reincorporation or reorganization case of a Guarantor, such amounts cannot be paid by the Issuer or any Guarantor), other Guarantor who in turn can pay such amounts without the obligation to pay Additional Amounts and (c) the requirement arises as a result of: (a1) any amendment to, or change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of the a relevant Tax Jurisdiction which change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date); or (b2) any amendment to, or change in, an official written interpretation or amendment to, the official application, administration or interpretation application of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), ) which amendment or change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date) (each of the foregoing clauses (a1) and (b2), a “"Change in Tax Law”"). The Issuer shall will not give any such notice of redemption earlier than 60 sixty (60) days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment with respect to such Notes was then due, and the obligation to pay Additional Amounts must be in respect of the Notes or Note Guarantee were then due and effect at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the such Notes pursuant to the foregoing, the Issuer shall will deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been the Issuer is or would be obligated to pay Additional Amounts as a result of a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunderLaw. In addition, before the Issuer delivers a publishes or mails notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s 's Certificate to the effect that (a) it or the relevant Guarantor cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to itit and (b) in the case of a Guarantor, the amounts giving rise to such obligation cannot be paid by the Issuer or any other Guarantor without the obligation to pay Additional Amounts. The Trustee will accept and shall be entitled to conclusively rely without further inquiry on such Officer’s 's Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all the Holders of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)applicable Notes.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 ten (10) nor more than 60 sixty (60) days’ prior written notice to the Holders of the such series of Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.04Sections 3.03 and 12.01 of the Indenture), at a Redemption Price redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of such Notes on the relevant Record Date record date to receive interest due on A1-6 the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guaranteesuch Notes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and (a) the Issuer or the relevant Guarantor cannot avoid any such payment obligation requirement by taking reasonable measures available to it (including, for including the avoidance of doubt, appointment designation of a new Paying Agent but excluding different paying agent), (b) in the reincorporation or reorganization case of a Guarantor, such amounts cannot be paid by the Issuer or any Guarantor), other Guarantor who in turn can pay such amounts without the obligation to pay Additional Amounts and (c) the requirement arises as a result of: (a1) any amendment to, or change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of the a relevant Tax Jurisdiction which change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date); or (b2) any amendment to, or change in, an official written interpretation or amendment to, the official application, administration or interpretation application of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), ) which amendment or change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date) (each of the foregoing clauses (a1) and (b2), a “Change in Tax Law”). The Issuer shall will not give any such notice of redemption earlier than 60 sixty (60) days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of such Notes was then due, and the Notes or Note Guarantee were then due and obligation to pay Additional Amounts must be in effect at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the such Notes pursuant to the foregoing, the Issuer shall will deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been the Issuer is or would be obligated to pay Additional Amounts as a result of a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunderLaw. In addition, before the Issuer delivers a publishes or mails notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that (a) it or the relevant Guarantor cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to itit and (b) in the case of a Guarantor, the amounts giving rise to such obligation cannot be paid by the Issuer or any other Guarantor without the obligation to pay Additional Amounts. The Trustee will accept and shall be entitled to conclusively rely without further inquiry on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all the Holders of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)applicable Notes.

Redemption for Changes in Taxes. (a) The Issuer Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ ' prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.04)3.03) by mail or electronically in accordance with the procedures described in Section 3.07, at a Redemption Price redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to to, but not including, the date fixed by the Issuer Company for redemption (a “"Tax Redemption Date”") and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor Company is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor Company cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)available, and the requirement arises as a result of: (a1) any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the a relevant Tax Jurisdiction Jurisdiction, which change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date); or (b2) any amendment to, or change in, an official written interpretation or amendment to, the official application, administration or interpretation application of such laws, regulations or rulings (including by virtue of a holding, judgment or judgment, order by a court of competent jurisdiction or a change in published administrative practice), which amendment or change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date) (each of the foregoing clauses (a) and ). (b), a “Change in Tax Law”). ) The Issuer shall Company will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor Company would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due due, and the obligation to pay Additional Amounts must be in effect at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery publication or, where relevant, transmission of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Company will deliver to the Trustee an opinion Opinion of Counsel by independent tax counsel of recognized standing qualified under expertise in the laws of the relevant Tax Jurisdiction (which counsel shall be jurisdiction and reasonably acceptable satisfactory to the Trustee) Trustee to the effect that there has been a Change in Tax Law which an amendment or change that would entitle the Issuer Company to redeem the Notes hereunder. In addition, before the Issuer delivers a Company publishes or sends notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Officers' Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor Company taking reasonable measures available to it. Such Officers' Certificate will also set forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem the Notes have been fulfilled. The Trustee will accept and shall be entitled to conclusively rely on such Officer’s Officers' Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer (a) MagnaChip may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04)notice, at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interestinterest and Special Interest, if any, to the date fixed by the Issuer for of redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which and that will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders holders of the Notes on the relevant Record Date record date to receive interest (including Special Interest) due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor MagnaChip is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor MagnaChip cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)available, and the requirement arises as a result of: (a1) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date)as defined in Section 4.16) affecting taxation; or (b2) any change in, or amendment to, the existing official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is publicly announced as formally proposed after and becomes effective after the Issue Date (or, if the relevant Tax Jurisdiction was not a Tax Jurisdiction on the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”under this Indenture). The Issuer MagnaChip shall not have the right to redeem the Notes under this Section 3.10 based on Additional Amounts being due as a result of a merger or consolidation of MagnaChip in which MagnaChip is not the surviving Person in such merger or consolidation. MagnaChip will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the relevant Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due due, and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Issuers will deliver to the Trustee an a written opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which change or amendment that would entitle the Issuer MagnaChip to redeem the Notes hereunderunder this Section 3.10. In addition, before the Issuer delivers a Issuers publish or mail notice of redemption of the Notes as described above, it shall they will deliver to the Trustee an Officer’s Officers’ Certificate to the effect that it the relevant Issuer cannot avoid its obligation to pay Additional Amounts by the relevant Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Officers’ Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all the Note holders. For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC or any other directive implementing the conclusions of the Holders. The foregoing provisions ECOFIN Council meeting of this Section 3.08 will apply, mutatis mutandis, to any successor 26 and 27 November 2000 on the taxation of the Issuer (savings income or any Guarantor) law implementing or complying with respect or introduced in order to conform to such directive will not be a Change in Tax Law occurring after the time change or amendment for such Person becomes successor to the Issuer (or any Guarantor)purposes.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04under ‎‎Section 3.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became : a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any GuarantorGxxxxxxxx).

Redemption for Changes in Taxes. The Issuer Issuers may redeem the Notes, in whole but not in part, at its their discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes thereof (which notice shall be irrevocable and given in accordance with the procedures set forth in described under Section 3.043.02), at a Redemption Price redemption price equal to 100% of the principal amount thereofof the Notes redeemed, together with plus accrued and unpaid interestinterest to, if anybut not including, to the date fixed by the Issuer for of redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which and that will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereofthereof if the Notes have not been redeemed or repurchased prior to such date), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer Issuers or any Guarantor is or would be required to pay Additional Amounts Amounts, and the Issuers or such Guarantor (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer Issuers or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor ) cannot avoid any such payment obligation by taking commercially reasonable measures available to them (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any GuarantorAgent), and the requirement to pay such Additional Amounts arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation, which change or amendment is has not been publicly announced before and becomes effective after the date of the Offering Memorandum Issue Date (or or, if the applicable relevant Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date); or (b) any change in, or amendment to, the existing official published position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change or amendment is has not been publicly announced before and becomes effective after the date of the Offering Memorandum Issue Date (or or, if the applicable relevant Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall Issuers will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer Issuers or the relevant Guarantor applicable Guarantors would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Issuers will deliver to the Trustee trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trusteetrustee) attesting to the effect that there has been such a Change in Tax Law change or amendment which would entitle the Issuer Issuers to redeem the Notes hereunderunder this Indenture (which opinion, for the avoidance of doubt, shall not be required to include an opinion as to whether “commercially reasonable efforts” could be undertaken to avoid the otherwise applicable obligations). In addition, before the Issuer delivers a Issuers publish or mail notice of redemption of the Notes as described abovepursuant to the forgoing, it shall they will deliver to the Trustee trustee an Officer’s Certificate to the effect that it they cannot avoid its the obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking commercially reasonable measures available to itthem. The Trustee will accept and shall be entitled to conclusively rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.04this Article III), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to to, but not including, the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Note Guarantor is or would be required to pay Additional Amounts (but, in the case of a Note Guarantor, only if the payment giving rise to such requirement cannot be made with commercially reasonable efforts by the Issuer or another Note Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant any Note Guarantor cannot avoid any such payment obligation by taking commercially reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but excluding not including the reincorporation substitution of the obligor of the Notes or reorganization the incurrence of material out-of-pocket expenses by the Issuer or any Note Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations regulations, or rulings promulgated thereunder) of the relevant applicable Tax Jurisdiction affecting taxation which change or amendment is has not been publicly announced prior to the Issue Date and which becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a has changed since the Issue Date, the date on which the then current Tax Jurisdiction on a date after became the date of the Offering Memorandum, after such later dateapplicable Tax Jurisdiction under this Indenture); or (b) any change in, or amendment to, the existing official position or the introduction or pronouncement of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment, application or amendment is interpretation has not been publicly announced prior to the Issue Date and which becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a has changed since the Issue Date, the date on which the then current Tax Jurisdiction on a date after became the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in applicable Tax Law”Jurisdiction under this Indenture). The Issuer shall will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Note Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due due, and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery publication or, where relevant, mailing, or delivering electronically if the Notes are held by DTC, of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall will deliver the Trustee an opinion of an independent tax counsel expert, such tax expert being a law or accounting firm of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) standing, to the effect that it has determined that there has been a Change in Tax Law such change or amendment which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer publishes or mails, or delivers a electronically if the Notes are held by DTC, notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it or the relevant Note Guarantor cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Note Guarantor taking commercially reasonable measures available to it. The Trustee will shall accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the applicable series of Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 ten (10) nor more than 60 sixty (60) days’ prior written notice to the Holders of the such series of Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.04Sections 3.03 and 12.01 of the Indenture), at a Redemption Price redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of such Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guaranteesuch Notes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and (a) the Issuer or the relevant Guarantor cannot avoid any such payment obligation requirement by taking reasonable measures available to it (including, for including the avoidance of doubt, appointment designation of a new Paying Agent but excluding different paying agent), (b) in the reincorporation or reorganization case of a Guarantor, such amounts cannot be paid by the Issuer or any Guarantor), other Guarantor who in turn can pay such amounts without the obligation to pay Additional Amounts and (c) the requirement arises as a result of: (a1) any amendment to, or change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of the a relevant Tax Jurisdiction which change or amendment is announced and amendment (15) Use for 2022 Notes (16) Use for 2025 Notes becomes effective on or after the date of the Offering Memorandum Temporary Notes Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumTemporary Notes Issue Date, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer Issuers may redeem the Notes, in whole but not in part, at its their discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth in Section 3.04described under Sections 3.02 and 3.03 hereof), at a Redemption Price redemption price equal to 100100.0% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer Issuers for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof)otherwise, if the Issuers or a Guarantor as the case may be, on the next date on which any amount would be payable in respect of the Notes or Note any Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts Amounts, and the Company, Issuers or the relevant Guarantor (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer Company, Issuers or another Guarantor Guarantor, who can make such payment without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor ) cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of including making payment through a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantorpaying agent located in another jurisdiction), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is has not been formally announced before the date of this Offering Memorandum and becomes effective on or after the date of the Indenture (or, if a Tax Jurisdiction has been added since the date of this Offering Memorandum (or if Memorandum, the applicable date on which that Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the under this Offering Memorandum, after such later date); or (b) any change in, or amendment to, the existing official position regarding the application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment, application or amendment is interpretation has not been formally announced and becomes effective after before the Issue Date (or, if a Tax Jurisdiction has been added since the Issue Date, the date of the Offering Memorandum (or if the applicable on which that Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”tax jurisdiction under this Indenture). The Issuer shall Issuers will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer Company, the Issuers or Guarantor, as the relevant Guarantor case may be, would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note any Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effectdue. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Issuers will deliver to the Trustee an opinion Opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) Counsel, to the effect that there has been a Change in Tax Law such change or amendment which would entitle obligate the Issuer Company, the Issuers or a Guarantor to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee make such payment or withholding and an Officer’s Certificate to the effect that it the Company, the Issuers or Guarantor, as the case may be, cannot avoid its obligation to pay Additional Amounts such payment or withholding by the Issuer or the relevant Guarantor taking reasonable measures available to it. For the avoidance of doubt, reasonable measures shall not include anything which has any material impact on the business of the Company, the Issuers or Guarantor, or which would cause the Company, the Issuers or Guarantor to incur any material costs. The Trustee will accept and shall be entitled to conclusively rely on such Opinion of Counsel and Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. |US-DOCS\143900591.2|| The foregoing provisions of this Section 3.08 will apply, 3.10 shall apply mutatis mutandis, mutandis to the laws and official positions of any jurisdiction in which any successor of the Issuer (to a payor is organized or otherwise considered to be a resident for tax purposes or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (political subdivision or taxing authority or agency thereof or therein. The provisions of this Section 3.10 shall survive any Guarantor)termination, defeasance or discharge of this Indenture.

Redemption for Changes in Taxes. The Issuer Issuers may redeem each series of the Notes, in whole but not in part, at its their discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interestinterest and Liquidated Damages, if any, to the date fixed by the Issuer Issuers for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is Issuers have or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor Issuers cannot avoid any such payment obligation by taking reasonable measures available (includingto them, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is has not been publicly announced as formally adopted and which becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later dateunder this Indenture); or (b) any change in, or amendment to, the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change change, amendment, application or amendment is interpretation has not been publicly announced as formally adopted and becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the Issue Date, the date of on which the Offering Memorandum (or if then current Tax Jurisdiction became the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”under this Indenture). The Issuer shall Issuers will not give any such notice of redemption earlier than 60 90 days prior to the earliest date on which the Issuer or the relevant Guarantor Issuers would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effectdue. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Issuers will deliver the Trustee an opinion of independent tax counsel, the choice of such counsel of recognized standing qualified under to be subject to the laws prior written approval of the relevant Tax Jurisdiction Trustee (which counsel shall such approval not to be reasonably acceptable to the Trusteeunreasonably withheld) to the effect that there has been a Change in Tax Law such change or amendment which would entitle the Issuer Issuers to redeem the Notes hereunder. In addition, before hereunder and the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it Issuers cannot avoid its any obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)available.

Redemption for Changes in Taxes. The Issuer may redeem either or both series of the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the applicable series of Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.04), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the applicable series of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the applicable series of Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the applicable series of Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the applicable series of Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the applicable series of Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the applicable series of Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 3.09 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 ten (10) nor more than 60 sixty (60) days’ prior written notice to the Holders of the such series of Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.04Sections 3.03 and 12.01 of the Indenture), at a Redemption Price redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of such Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in with respect of the Notes or Note Guaranteeto such Notes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and (a) the Issuer or the relevant Guarantor cannot avoid any such payment obligation requirement by taking reasonable measures available to it (including, for including the avoidance of doubt, appointment designation of a new Paying Agent but excluding different paying agent), (b) in the reincorporation or reorganization case of a Guarantor, such amounts cannot be paid by the Issuer or any Guarantor), other Guarantor who in turn can pay such amounts without the obligation to pay Additional Amounts and (c) the requirement arises as a result of:: A-6 CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5 (a1) any amendment to, or change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of the a relevant Tax Jurisdiction which change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date); or (b2) any amendment to, or change in, an official written interpretation or amendment to, the official application, administration or interpretation application of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), ) which amendment or change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date) (each of the foregoing clauses (a1) and (b2), a “Change in Tax Law”). The Issuer shall will not give any such notice of redemption earlier than 60 sixty (60) days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment with respect to such Notes was then due, and the obligation to pay Additional Amounts must be in respect of the Notes or Note Guarantee were then due and effect at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the such Notes pursuant to the foregoing, the Issuer shall will deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been the Issuer is or would be obligated to pay Additional Amounts as a result of a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunderLaw. In addition, before the Issuer delivers a publishes or mails notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that (a) it or the relevant Guarantor cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to itit and (b) in the case of a Guarantor, the amounts giving rise to such obligation cannot be paid by the Issuer or any other Guarantor without the obligation to pay Additional Amounts. The Trustee will accept and shall be entitled to conclusively rely without further inquiry on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all the Holders of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)applicable Notes.

Redemption for Changes in Taxes. The Issuer Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of Holders, with a copy to the Notes Trustee and the Paying Agent (which notice shall will be irrevocable and given in accordance with the procedures set forth in Section 3.04Sections 3.3 and 3.4), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, interest (if any) to, to but not including, the date fixed by the Issuer Company for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer Company or any a Guarantor is or would be required to pay Additional Amounts and the Company or relevant Guarantor cannot avoid any such payments obligation by taking reasonable measures available to the Company or relevant Guarantor (butincluding making payments through a Paying Agent located in another jurisdiction and, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be payments being made by the Issuer Company or another Guarantor who can make such payments without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and Company determines that the requirement arises as a result of: (a) any amendment to, or change in, or amendment to, the laws (or any regulations regulations, treaties or rulings promulgated thereunder) thereunder of the relevant a Relevant Tax Jurisdiction which change or amendment has not been formally announced before and is announced and becomes effective on or after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date)Issue Date; or (b) any amendment to, introduction of, or change in, or amendment to, the an official applicationinterpretation, administration or interpretation application of such laws, regulations regulations, treaties or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), administrative practice or revenue guidance) which amendment or change has not been formally announced before and is effective on or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”)Issue Date. The Issuer shall Company will not give any such notice of redemption earlier than 60 90 days prior to the earliest date on which the Issuer Company or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were was then due due, and the obligation under this Indenture to pay Additional Amounts must be in effect at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Company will deliver to the Trustee an opinion of an independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) , to the effect that there has been a Change in Tax Law such amendment or change which would entitle the Issuer Company to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee along with an Officer’s Certificate to the effect that it the Company or relevant Guarantor cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described aboveset forth in this Section 3.9 without further inquiry, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.043.03), at a Redemption Price redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)available, and the requirement arises as a result of: (a1) any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the a relevant Tax Jurisdiction which change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date); or (b2) any amendment to, or change in, an official written interpretation or amendment to, the official application, administration or interpretation application of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction jurisdiction) which amendment or a change in published practice), which change or amendment is announced and becomes effective on or after the date of the Offering Memorandum Issue Date (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumIssue Date, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee notes were then due due, and the obligation to pay Additional Amounts must be in effect at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery publication or, where relevant, mailing or sending of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall will deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under expertise in the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) jurisdiction to the effect that there has been a Change in Tax Law such amendment or change which would entitle the Issuer to redeem the Notes notes hereunder. In addition, before the Issuer delivers a publishes or mails or sends notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. Such Officer’s Certificate will also set forth a statement of facts showing that the conditions precedent to the right of the Issuer to so redeem the Notes have been fulfilled. The Trustee will accept and shall be entitled to conclusively rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions For the avoidance of doubt, the Notes will not be redeemable under this provision because the Notes have not been listed or fail to remain listed on the Irish Stock Exchange, unless such failure is caused by a change in law under clause (1) or (2) of this Section 3.08 will apply, mutatis mutandis, to any successor 3.09 that otherwise could serve as a basis for redemption of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)Notes hereunder.

Redemption for Changes in Taxes. The Issuer may redeem the Backstop Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Backstop Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.043.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Backstop Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Backstop Notes or any Note GuaranteeGuarantee thereof, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Backstop Notes or any Note Guarantee thereof were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Backstop Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Backstop Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Backstop Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this paragraph 7 and Section 3.08 3.09 of the Indenture will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any GuarantorXxxxxxxxx).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 30 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.04Sections 3.02 and 3.03 hereof), at a Redemption Price redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or any Note Guarantee, the Issuer or any the relevant Guarantor is or would be required to pay Additional Amounts (but, but in the case of a the relevant Guarantor, only if the payment giving rise to such requirement amount payable cannot be made paid by the Issuer or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)available, and the requirement arises as a result of: (a1) any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) thereunder of the a relevant Tax Jurisdiction which change or amendment is announced publicly and formally proposed and becomes effective on or after the date of the Offering Memorandum (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b2) any amendment to, or change in, an official written interpretation or amendment to, the official application, administration or interpretation application of such laws, regulations or rulings (including by virtue of a holding, judgment or judgment, order by a court of competent jurisdiction or a change in published administrative practice), ) which amendment or change or amendment is announced publicly and formally proposed and becomes effective on or after the date of the Offering Memorandum (or or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due due, and the obligation to pay Additional Amounts must be in effect at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall will deliver to the Trustee an opinion of independent tax counsel (the choice of recognized standing qualified under such counsel to be subject to the laws prior written approval of the relevant Tax Jurisdiction Trustee (which counsel shall such approval not to be reasonably acceptable to the Trusteeunreasonably withheld)) to the effect that there has been a Change in Tax Law such amendment or change which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a publishes or mails notice of redemption of the Notes as described above, it shall will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.043.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or the Note Guarantee, the Issuer or any the Guarantor is or would be required to pay Additional Amounts (but, in the case of a the Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any the Guarantor), and the requirement arises as a result of: : (a1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or or (b2) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a1) and (b2), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or the Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer (or any the Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any the Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the 2023 Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the 2023 Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.043.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the 2023 Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the 2023 Notes or Note GuaranteeGuarantees, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: : (a1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or or (b2) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a1) and (b2), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the 2023 Notes or Note Guarantee Guarantees were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the 2023 Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the 2023 Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the 2023 Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in under Section 3.04), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practicepractice or revenue guidance), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 3.09 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 3.09 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04under ‎‎Section 3.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any GuarantorIssuer), and the requirement arises as a result of: (a) of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a mails notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor)Issuer.

Redemption for Changes in Taxes. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior written notice to the Holders of the Notes (which notice shall be irrevocable and given in accordance with the procedures set forth in Section 3.04under ‎‎Section 3.04 of the Indenture), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor), and the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became : a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). The Issuer shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to make such payment or Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the publication or, where relevant, delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to it. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders. The foregoing provisions of this Section 3.08 paragraph 7 will apply, mutatis mutandis, to any successor of the Issuer (or any Guarantor) with respect to a Change in Tax Law occurring after the time such Person becomes successor to the Issuer (or any Guarantor).

Redemption for Changes in Taxes. (a) The Issuer Issuers may redeem the Notes, in whole but not in part, at its their discretion at any time upon giving not less than 10 30 nor more than 60 90 days’ prior written notice to the Holders of the Notes Notes, with a copy to the Trustee (which notice shall will be irrevocable and given in accordance with the procedures set forth described in Section 3.043.03), at a Redemption Price redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer Issuers for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due or and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Notes or Note GuaranteeNotes, the Issuer Issuers or any Guarantor is the Guarantors are or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), and the Issuer Issuers or the relevant Guarantor Guarantors cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Issuer or any Guarantor)available, and the requirement arises as a result of: (a1) any change in, or amendment to, the laws or treaties (or any regulations regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date)affecting taxation; or (b2) any change in, or amendment to, the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing in clauses (a1) and (b2), a “Change in Tax Law”). . (b) The Issuer shall Issuers will not give any such notice of redemption earlier than 60 90 days prior to the earliest date on which the Issuer or the relevant Guarantor Issuers would be obligated to make such payment or Additional Amounts withholding if a payment in respect of the Notes or Note Guarantee were then due due, and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Notwithstanding the foregoing, the Issuers may not redeem the Notes under this provision if the Tax Jurisdiction changes under this Indenture and either Issuer or a Guarantor is obligated to pay any Additional Amounts as a result of any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder), or any change in official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings, of the then current Tax Jurisdiction which, at the time such Tax Jurisdiction became the applicable Tax Jurisdiction under this Indenture, was formally proposed (by the appropriate taxing or government authority). Prior to the delivery publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall Issuers will deliver the Trustee (a) an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Issuer circumstances referred to redeem the Notes hereunder. In addition, before the Issuer delivers a notice of redemption of the Notes as described above, it shall deliver to the Trustee above exist and (b) an Officer’s Certificate to the effect that it the Issuers or the Guarantors cannot avoid its their obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking reasonable measures available to itthem. The Trustee will accept and shall be entitled to rely on such Such Officer’s Certificate and opinion of independent tax counsel as shall be sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it and will be conclusive and binding on all the Holders of the Holders. The foregoing Notes. (c) For the avoidance of doubt, the provisions of this Section 3.08 will apply, mutatis mutandis, 3.07 do not apply to any successor of the Issuer (or any Guarantor) with respect redemptions that are made due to a Change in Tax Law occurring after the time such Person becomes successor Law. Other than as specifically provided in this Section 3.10, any purchase pursuant to this Section 3.10 shall be made pursuant to the Issuer (or any Guarantor)provisions of Sections 3.01 through 3.06 hereof.