Common use of Redemption for Changes in Withholding Tax Clause in Contracts

Redemption for Changes in Withholding Tax. The Co-Issuers may, at their option, redeem all, but not less than all, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the Redemption Date, if the Co-Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of any change in law (including any regulations promulgated thereunder) or in the official interpretation or administration of law, if such change is announced and becomes effective on or after the Issue Date and the Co-Issuers determine in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the Guarantors. Notice of any such redemption must be given within 60 days of the earlier of the announcement and the effectiveness of any such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Co-Issuers shall deliver to the Trustee (i) an Officers’ Certificate stating that the Co-Issuers are entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Redemption for Changes in Withholding Tax. The Co-Issuers mayCompany may at its option at any time, at their optionupon giving not less than 30 nor more than 60 days’ notice to Holders, redeem all, all (but not less than all, ) of the Notes then outstanding outstanding, at a redemption price equal to 100% of the aggregate principal amount of the Notesthereof, plus accrued and unpaid interest and Additional Amounts, if any, thereon to such Redemption Date (subject to the Redemption Dateright of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if in the Co-Issuers have become event the Company has become, or would become become, obligated to pay, on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of of: (a) any change in law in, or amendment to, the laws (including any regulations promulgated thereunder) or of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or administration regulations in the relevant Tax Jurisdiction (each of law(a) and (b) a “Change of Tax Law”), if such change (1) the Change of Tax Law is announced and becomes effective on or after the Issue Date and (or, if later, the Co-Issuers determine in good faith that date a jurisdiction becomes a relevant Tax Jurisdiction), (2) if there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to this Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, by changing the jurisdiction from which or through which payment is payments are made) by ). Notwithstanding the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the Guarantors. Notice of any such redemption must be given within 60 days of the earlier of the announcement and the effectiveness of any such amendment or change referred to in the preceding paragraph. At the time foregoing, no such notice of redemption is givenmay be given earlier than 60 days prior to the earliest date on which the Company (or any relevant Guarantor, such obligation as applicable) would be obligated to pay such Excess Additional Amounts must remain in effectAmounts. Immediately prior Prior to the mailing giving of any notice of redemption described aboveof the Notes pursuant to the foregoing, the Co-Issuers Company shall deliver to the Trustee (i1) an Officers’ Certificate stating that the Co-Issuers are entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers Company to so to elect to redeem have occurred and (ii) if requested that the obligation to pay Excess Additional Amounts cannot be avoided by the TrusteeCompany by taking reasonable measures available to it, an Opinion and (2) a written opinion of Counsel qualified under the laws independent legal counsel of recognized standing in the relevant jurisdiction Tax Jurisdiction addressed to the Trustee to the effect that the Co-Issuers or the applicable Guarantor or such successor Person, as the case may be, Company has or will become obligated to pay such Excess Additional Amounts as a result of a Change of Tax Law. The foregoing provisions will apply mutatis mutandis to any successor Person to the Company after such amendment or changesuccessor Person becomes a party to this Indenture. For so long as the Notes are listed and admitted for trading on the Euro MTF of the Luxembourg Stock Exchange, and to the extent the rules of the Luxembourg Stock Exchange so require, the Company shall provide a copy of any such notice to the Luxembourg Stock Exchange. Notices of redemption will be given in accordance with the provisions set forth under Section 3.03.

Redemption for Changes in Withholding Tax. The Co-Issuers Issuer may, at their its option, redeem all, but not less than all, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the Redemption Date. This redemption applies only if as a result of any amendment to, if or change in, the Co-Issuers have laws or treaties (including any rulings or regulations promulgated thereunder) of any Taxing Jurisdiction or any amendment to or change in any official position of a taxing authority in any Taxing Jurisdiction concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including by virtue of a holding by a court of competent jurisdiction), which amendment or change in each case is announced and effective on or after the Issue Date (or, (i) in the case of Additional Amounts payable by a successor Person to the Issuer, the date on which such successor Person became such pursuant to applicable provisions of the Indenture or (ii) in the case Additional Amounts caused by a tax imposed by a jurisdiction that became a Taxing Jurisdiction after the Issue Date, the date on which such jurisdiction became a Taxing Jurisdiction), the Issuer has become or would will become obligated to pay, pay material Additional Amounts (pursuant to Section 4.20 of the Indenture) on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of any change in law (including any regulations promulgated thereunder) or in the official interpretation or administration of law, if such change is announced and becomes effective on or after the Issue Date Notes and the Co-Issuers determine Issuer reasonably determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the GuarantorsIssuer. Notice of any such redemption must may not be given within 60 earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts were a payment in respect of the earlier of the announcement and the effectiveness of any Notes then due nor later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Co-Issuers Issuer shall deliver to the Trustee (i) an Officers’ Certificate stating that the Co-Issuers are Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers Issuer so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion opinion of Counsel independent legal counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers or the applicable Guarantor Issuer or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Redemption for Changes in Withholding Tax. The Co-Issuers Issuer may, at their its option, redeem all, but not less than all, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the Redemption Date. This redemption applies only if as a result of any amendment to, if or change in, the Co-Issuers have laws or treaties (including any rulings or regulations promulgated thereunder) of any Taxing Jurisdiction, or any amendment to or change in any official position of a taxing authority in any Taxing Jurisdiction concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including by virtue of a holding by a court of competent jurisdiction), which amendment or change in each case is announced and effective on or after the Issue Date (or, (i) in the case of Additional Amounts payable by a successor Person to the Issuer, the date on which such successor Person became such pursuant to applicable provisions of the Indenture or (ii) in the case Additional Amounts caused by a tax imposed by a jurisdiction that became a Taxing Jurisdiction after the Issue Date, the date on which such jurisdiction became a Taxing Jurisdiction), the Issuer has become or would will become obligated to pay, pay material Additional Amounts (pursuant to Section 4.20 of the Indenture) on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of any change in law (including any regulations promulgated thereunder) or in the official interpretation or administration of law, if such change is announced and becomes effective on or after the Issue Date Notes and the Co-Issuers determine Issuer reasonably determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the GuarantorsIssuer. Notice of any such redemption must may not be given within 60 earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts were a payment in respect of the earlier of the announcement and the effectiveness of any Notes then due nor later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Co-Issuers Issuer shall deliver to the Trustee (i) an Officers’ Certificate stating that the Co-Issuers are Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers Issuer so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion opinion of Counsel independent legal counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers or the applicable Guarantor Issuer or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Redemption for Changes in Withholding Tax. The Co-Issuers may, at their option, redeem all, all (but not less than all, ) of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the Redemption Date, if the Co-Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of any change in law (including any regulations promulgated thereunder) or in the official interpretation or administration of law, if such change is announced and becomes effective on or after the Issue Date and the Co-Issuers determine in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the Guarantors. Notice of any such redemption must be given to the Holders within 60 days of the earlier of the announcement and the effectiveness of any such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to electronically sending or the mailing of any notice of redemption described above, the Co-Issuers shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that the Co-Issuers are entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Redemption for Changes in Withholding Tax. The Co-Issuers Issuer may, at their its option, redeem all, but not less than all, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the Redemption Date. This redemption applies only if as a result of any amendment to, if or change in, the Co-Issuers have laws or treaties (including any rulings or regulations promulgated thereunder) of any Taxing Jurisdiction or any amendment to or change in any official position of a taxing authority in any Taxing Jurisdiction concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including by virtue of a holding by a court of competent jurisdiction), which amendment or change in each case is announced and effective on or after the Issue Date (or, (i) in the case of Additional Amounts payable by a successor Person to the Issuer, the date on which such successor Person became such pursuant to applicable provisions of this Indenture or (ii) in the case Additional Amounts caused by a tax imposed by a jurisdiction that became a Taxing Jurisdiction after the Issue Date, the date on which such jurisdiction became a Taxing Jurisdiction), the Issuer has become or would will become obligated to pay, pay material Additional Amounts (pursuant to Section 4.20 of the Indenture) on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of any change in law (including any regulations promulgated thereunder) or in the official interpretation or administration of law, if such change is announced and becomes effective on or after the Issue Date Notes and the Co-Issuers determine Issuer reasonably determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the GuarantorsIssuer. Notice of any such redemption must may not be given within 60 earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts were a payment in respect of the earlier of the announcement and the effectiveness of any Notes then due nor later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Co-Issuers Issuer shall deliver to the Trustee (i) an Officers’ Certificate stating that the Co-Issuers are Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers Issuer so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion opinion of Counsel independent legal counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers or the applicable Guarantor Issuer or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Redemption for Changes in Withholding Tax. The Co-Issuers Company may, at their its option, redeem all, but not less than all, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the Redemption Date. This redemption applies only if as a result of any amendment to, if or change in, the Co-Issuers have laws or treaties (including any rulings or regulations promulgated thereunder) of France or any other jurisdiction in which the Company or any Guarantor is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor, the date on which such successor Person became such pursuant to applicable provisions of this Indenture), the Company or a Guarantor has become or would will become obligated to pay, pay material Additional Amounts (pursuant to Section 4.16 of the Indenture) on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of any change in law (including any regulations promulgated thereunder) or in the official interpretation or administration of law, if such change is announced and becomes effective on or after the Issue Date Notes and the Co-Issuers determine Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the GuarantorsCompany or such Guarantor. Notice No such notice of any such redemption must may be given within 60 earlier than 90 days prior to the earliest date on which the Company or a Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the earlier of the announcement and the effectiveness of any Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Co-Issuers Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Co-Issuers are Company is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers Company so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers Company or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Redemption for Changes in Withholding Tax. The Co-Issuers may, at their option, redeem all, but not less than all, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the Redemption Date, if the Co-Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of any change in law (including any regulations promulgated thereunder) or in the official interpretation or administration of law, if such change is announced and becomes effective on or after the Issue Date and the Co-Issuers determine in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the Guarantors. Notice of any such redemption must be given within 60 days of the earlier of the announcement and the effectiveness of any such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Co-Issuers shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that the Co-Issuers are entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Redemption for Changes in Withholding Tax. The Co-Issuers Issuer may, at their its option, redeem all, but not less than all, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the Redemption Date. This redemption applies only if as a result of any amendment to, if or change in, the Co-Issuers have laws or treaties (including any rulings or regulations promulgated thereunder) of any Taxing Jurisdiction, or any amendment to or change in any official position of a taxing authority in any Taxing Jurisdiction concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including by virtue of a holding by a court of competent jurisdiction), which amendment or change in each case is announced and effective on or after the Issue Date (or, (i) in the case of Additional Amounts payable by a successor Person to the Issuer, the date on which such successor Person became such pursuant to applicable provisions of this Indenture or (ii) in the case Additional Amounts caused by a tax imposed by a jurisdiction that became a Taxing Jurisdiction after the Issue Date, the date on which such jurisdiction became a Taxing Jurisdiction), the Issuer has become or would will become obligated to pay, pay material Additional Amounts (pursuant to Section 4.20 of the Indenture) on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of any change in law (including any regulations promulgated thereunder) or in the official interpretation or administration of law, if such change is announced and becomes effective on or after the Issue Date Notes and the Co-Issuers determine Issuer reasonably determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the GuarantorsIssuer. Notice of any such redemption must may not be given within 60 earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts were a payment in respect of the earlier of the announcement and the effectiveness of any Notes then due nor later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Co-Issuers Issuer shall deliver to the Trustee (i) an Officers’ Certificate stating that the Co-Issuers are Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers Issuer so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion opinion of Counsel independent legal counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers or the applicable Guarantor Issuer or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Redemption for Changes in Withholding Tax. The Co-Issuers Company may, at their its option, redeem all, but not less than all, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional AmountsInterest, if any, thereon to the Redemption Date, if the Co-Issuers have Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of any change in law (including any regulations promulgated thereunder) or in the official interpretation or administration of law, if such change is announced and becomes effective on or after the Issue Date and the Co-Issuers determine Company determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers Company and the GuarantorsGuarantor. Notice of any such redemption must be given within 60 days of the earlier of the announcement and the effectiveness of any such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Co-Issuers Company shall deliver to the Trustee (i) an Officers’ ' Certificate stating that the Co-Issuers are Company is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers Company so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers Company or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Redemption for Changes in Withholding Tax. The Co-Issuers mayIssuer may redeem the Notes, in whole but not in part, at their option, redeem all, but its discretion at any time upon giving not less than all30 nor more than 60 days' prior notice to the Holders (which notice will be irrevocable and given in accordance Section 14.02), of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notesthereof, plus together with accrued and unpaid interest, to the date fixed by the Issuer for redemption (a "Tax Redemption Date") and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (and in the case of Definitive Registered Notes, subject to the right of holders on the relevant record date to receive interest due on the relevant Regular Interest Payment Date and Additional AmountsAmounts (if any) in respect thereof), if any, thereon to the Redemption Date, if the Co-Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with in respect to such of the Notes, the Issuer or successor entity has or would be required to pay Additional Amounts, and the Issuer or successor entity cannot avoid any such payment obligation taking reasonable measures available, as a result of: (1) any change in, or amendment to, the laws or treaties (or any regulations, or rulings promulgated thereunder) of the Relevant Taxing Jurisdiction affecting taxation after the date hereof (or, if the Relevant Taxing Jurisdiction has changed since the date hereof, the date on which the then current Relevant Taxing Jurisdiction became the applicable Relevant Taxing Jurisdiction) under this Indenture; or (2) 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 a holding, judgment or order by a court of competent jurisdiction or a change in published practice), after the date hereof (or, if the Relevant Taxing Jurisdiction has changed since the date hereof, the date on which the then current Relevant Taxing Jurisdiction became the applicable Relevant Taxing Jurisdiction under this Indenture). The Issuer or successor entity will not give any such notice of redemption earlier than 90 days prior to the earliest date on which the Issuer would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Notwithstanding the foregoing, the Issuer may not redeem the Notes under this provision if the Relevant Taxing Jurisdiction changes under this Indenture and the Issuer is obligated to pay any Additional Amounts as a result of a change in, or an amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder), or any change in law (including or amendment to, any official position regarding the application, administration or interpretation of such laws, treaties, regulations promulgated thereunder) or in the official interpretation or administration of lawrules, if such change is announced and becomes effective on or after the Issue Date and the Co-Issuers determine in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the Guarantors. Notice of any such redemption must be given within 60 days of the earlier of the announcement and the effectiveness of any such amendment or change referred to in the preceding paragraph. At then current Relevant Taxing Jurisdiction which, at the time such notice of redemption is givenRelevant Taxing Jurisdiction became the applicable Relevant Taxing Jurisdiction under this Indenture, such obligation to pay such Additional Amounts must remain in effectwas publicly announced as formally proposed. Immediately prior Prior to the publication or, where relevant, mailing of any notice of redemption described aboveof the Notes pursuant to the foregoing, the Co-Issuers shall Issuer will deliver to the Trustee (i) an Officers’ Certificate stating that the Co-Issuers are entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel qualified under Counsel, the laws choice of such counsel to be subject to the prior written approval of the relevant jurisdiction Trustee (such approval not to be unreasonably withheld) to the effect that the Co-Issuers Issuer or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated entity cannot avoid any obligation to pay such Additional Amounts taking reasonable measures available and there has been such change or amendment which would entitle the Issuer successor entity to redeem the Notes hereunder. For the avoidance of doubt, the Issuer or successor entity shall not be entitled to redeem the Notes as a result consequence of the adoption of the European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such amendment or changeDirective.

Redemption for Changes in Withholding Tax. The Co-Issuers Issuer may, at their its option, redeem all, but not less than all, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the Redemption Date. This redemption applies only if as a result of any amendment to, if or change in, the Co-Issuers have laws or treaties (including any rulings or regulations promulgated thereunder) of any Taxing Jurisdiction or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is announced and effective on or after the Issue Date (or, (i) in the case of Additional Amounts payable by a successor Person to the Issuer, the date on which such successor Person became such pursuant to applicable provisions of this Indenture or (ii) in the case Additional Amounts caused by a tax imposed by a jurisdiction that became a Taxing Jurisdiction after the Issue Date, the date on which such jurisdiction became a Taxing Jurisdiction), the Issuer has become or would will become obligated to pay, pay material Additional Amounts (pursuant to Section 4.20 of the Indenture) on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of any change in law (including any regulations promulgated thereunder) or in the official interpretation or administration of law, if such change is announced and becomes effective on or after the Issue Date Notes and the Co-Issuers determine Issuer reasonably determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers Issuer. Notwithstanding the foregoing, if Taxes are imposed, deducted or withheld for the payment of any amount payable in relation with any outstanding Notes in a non cooperative State or territory (Etat ou territoire non coopératif) within the meaning of article 238.0 A of the French Code général des impôts, the Issuer may, at its option, redeem such Notes at a redemption price equal to the percent of the principal amount of the Notes, plus accrued and unpaid interest thereon to the Guarantorsredemption date. Notice of any such redemption must may not be given within 60 earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts were a payment in respect of the earlier of the announcement and the effectiveness of any Notes then due nor later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Co-Issuers Issuer shall deliver to the Trustee (i) an Officers’ Certificate stating that the Co-Issuers are Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers Issuer so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers or the applicable Guarantor Issuer or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Redemption for Changes in Withholding Tax. The Co-Issuers may, at their option, redeem all, but not less than all, of the Notes then outstanding at a redemption price Redemption Price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to (but excluding) the Redemption Date, if the Co-Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of any change in law (including any regulations promulgated thereunder) or in the official interpretation or administration of law, if such change is announced and becomes effective on or after the Issue Date and the Co-Issuers determine in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the GuarantorsDate. Notice of any such redemption must be given by the Co-Issuers to the Holders, with a copy to the Trustee, within 60 days of the earlier of the announcement and the effectiveness of any such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Co-Issuers shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that the Co-Issuers are entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Redemption for Changes in Withholding Tax. The Co-Issuers may, at their option, redeem all, all (but not less than all, ) of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the Redemption Date, if the Co-Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of any change in law (including any regulations promulgated thereunder) or in the official interpretation or administration of law, if such change is announced and becomes effective on or after the Issue Date and the Co-Issuers determine in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the Guarantors. Notice of any such redemption must be given within 60 days of the earlier of the announcement and the effectiveness of any such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to electronically sending or the mailing of any notice of redemption described above, the Co-Issuers shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that the Co-Issuers are entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Redemption for Changes in Withholding Tax. The Co-Issuers mayIssuer may redeem the Notes, in whole but not in part, at their option, redeem all, but its discretion at any time upon giving not less than all30 nor more than 60 days’ prior notice of redemption to the Holders thereof pursuant to Section 3.03 and Section 14.01, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notesthereof, plus together with accrued and unpaid interest to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due 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 and Additional AmountsAmounts (if any) in respect thereof), if any, thereon to the Redemption Date, if the Co-Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with in respect to such of the Notes, the Issuer has or would be required to pay Additional Amounts, and the Issuer cannot avoid any such payment obligation by taking reasonable measures available to it, as a result of: (i) any change in, or amendment to, the laws or treaties (or any regulations, or rulings promulgated thereunder) of a relevant Tax Jurisdiction affecting taxation which change or amendment has not been publicly announced as formally proposed before and which becomes effective on or after the date of this Indenture (or, if the relevant Tax Jurisdiction has been added since the date of this Indenture, the date on which that relevant Tax Jurisdiction became a Tax Jurisdiction under this Indenture); or (ii) any change in, or amendment to, the existing official position regarding the application, administration or interpretation of such laws, treaties, 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 as formally proposed before and becomes effective on or after the date of this Indenture (or, if the relevant Tax Jurisdiction has been added since the date of this Indenture, the date on which that relevant Tax Jurisdiction became a Tax Jurisdiction under this Indenture). The Issuer will not give any such notice of redemption earlier than 90 days prior to the earliest date on which the Issuer would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Notwithstanding the foregoing, the Issuer may not redeem the Notes under this provision if the relevant Tax Jurisdiction became a Tax Jurisdiction after the date of this Indenture and the Issuer is obligated to pay any Additional Amounts as a result of a change in, or an amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder), or any change in law (including or amendment to, any official position regarding the application, administration or interpretation of such laws, treaties, regulations promulgated thereunder) or in the official interpretation or administration rulings, of lawthat relevant current Tax Jurisdiction which, if such change is announced and becomes effective on or after the Issue Date and the Co-Issuers determine in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the Guarantors. Notice of any such redemption must be given within 60 days of the earlier of the announcement and the effectiveness of any such amendment or change referred to in the preceding paragraph. At at the time such notice of redemption is givenTax Jurisdiction became a Tax Jurisdiction under this Indenture, such obligation to pay such Additional Amounts must remain in effectwas publicly announced as formally proposed. Immediately prior Prior to the publication or, where relevant, mailing of any notice of redemption described aboveof the Notes pursuant to the foregoing and in accordance with Section 3.03, the Co-Issuers shall Issuer will deliver to the Trustee (i) an Officers’ Certificate stating that the Co-Issuers are entitled opinion of internationally recognized tax counsel, reasonably satisfactory to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that there has been such change or amendment and otherwise in compliance with Section 14.04. In addition, before the Co-Issuers Issuer publishes or mails notice of redemption of the applicable Guarantor or such successor PersonNotes pursuant to the foregoing and in accordance with Section 3.03, as it will deliver to the case may be, has or will become obligated Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay such Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders. For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC or 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 result of change or amendment for such amendment or changepurposes.

Redemption for Changes in Withholding Tax. The Co-Issuers mayCompany may at its option at any time, at their optionupon giving not less than 30 nor more than 60 days' notice to Holders, redeem all, all (but not less than all, ) of the Notes then outstanding outstanding, at a redemption price equal to 100% of the aggregate principal amount of the Notesthereof, plus accrued and unpaid interest and Additional Amounts, if any, thereon to such Redemption Date (subject to the Redemption Dateright of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if in the Co-Issuers have become event the Company has become, or would become become, obligated to pay, on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate of 4.9 percent ("EXCESS ADDITIONAL AMOUNTS") as a result of of: (a) any change in law in, or amendment to, the laws (including any regulations or rulings promulgated thereunder) of a Taxing Jurisdiction; or (b) any change in, or in amendment to, any official position regarding the official application, administration or interpretation of such laws, regulations or administration rulings (each of law, if such (a) and (b) a "CHANGE OF TAX LAW"), (1) the above-mentioned change or amendment is announced and becomes effective on or after the Issue Date and date hereof (or, if the Co-Issuers determine in good faith that relevant Tax Jurisdiction has changed since the date of this Indenture, the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction under this Indenture), (2) such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to this Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable measures available to it (including, without limitation, by changing the jurisdiction from which or through which payment is payments are made) by ). Notwithstanding the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the Guarantors. Notice of any such redemption must be given within 60 days of the earlier of the announcement and the effectiveness of any such amendment or change referred to in the preceding paragraph. At the time foregoing, no such notice of redemption is given, such obligation may be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay such Excess Additional Amounts must remain in effectAmounts. Immediately prior Prior to the mailing giving of any notice of redemption described aboveof the Notes pursuant to the foregoing, the Co-Issuers shall Company will deliver to the Trustee (i1) an Officers’ ' Certificate stating that the Co-Issuers are entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers Company to so to elect to redeem have occurred and (ii) if requested that the obligation to pay Excess Additional Amounts cannot be avoided by the TrusteeCompany by taking commercially reasonable measures available to it, an Opinion and (2) a written opinion of Counsel qualified under the laws independent legal counsel of recognized standing in the relevant jurisdiction Tax Jurisdiction addressed to the Trustee to the effect that the Co-Issuers or the applicable Guarantor or such successor Person, as the case may be, Company has or will become obligated to pay such Excess Additional Amounts as a result of a change or amendment described above. The foregoing provisions will apply mutatis mutandis to any successor Person to the Company after such amendment or changesuccessor Person becomes a party to this Indenture. For so long as the Notes are listed and admitted for trading on the Euro MTF of the Luxembourg Stock Exchange, and to the extent the rules of the Luxembourg Stock Exchange so require, the Company will provide a copy of any such notice to the Luxembourg Stock Exchange. Notices of redemption will be given in accordance with the provisions set forth under Section 3.03.

Redemption for Changes in Withholding Tax. The Co-Issuers may, at their option, Issuer may redeem allthe Notes in whole, but not in part, at any time upon giving not less than all, of 10 nor more than 60 days’ notice to the Notes then outstanding Holders (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notesthereof, plus together with accrued and unpaid interest, if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), and Additional Amounts, if any, thereon to the Redemption Date, if the Co-Issuers have then due and which will become or would become obligated to pay, due on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts Tax Redemption Date as a result of the redemption or otherwise, if the Issuer determines that, as a result of: (1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation; or (2) any change in law position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including any regulations promulgated thereundera holding, judgment or order by a court of competent jurisdiction) (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”), the Issuer is, or on the next Interest Payment Date in respect of the official interpretation or administration of lawNotes would be, if such change is announced required to pay more than de minimis Additional Amounts, and becomes effective on or after the Issue Date and the Co-Issuers determine in good faith that such obligation cannot be avoided by taking reasonable measures available to it (including, without limitation, by changing appointing a new or additional paying agent in another jurisdiction). The Change in Tax Law must become effective on or after the jurisdiction from which or through which payment is made) by date of the use Offering Memorandum. In the case of reasonable measures (not requiring material cost) available a successor to the Co-Issuers and Issuer, the GuarantorsChange in Tax Law must become effective after the date that such entity first makes payment on the Notes. Notice of any such redemption must for taxation reasons will be given within 60 by the Issuer or the Company in accordance with Section 3.03. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of the earlier of the announcement Additional Amounts and the effectiveness of any such amendment or change referred to in the preceding paragraph. At (b) unless at the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain remains in effect. Immediately prior Prior to the publication, delivery or mailing of any notice of redemption described aboveof the Notes pursuant to the foregoing, the Co-Issuers shall Issuer will deliver to the Trustee (ia) an Officers’ Officer’s Certificate stating that the Co-Issuers are Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the its right of the Co-Issuers to so to elect to redeem have occurred been satisfied and that it cannot avoid the obligations to pay Additional Amounts by taking reasonable measures available to it; and (iib) if requested by an opinion of an independent tax counsel reasonably satisfactory to the Trustee, an Opinion of Counsel qualified under the laws of the relevant jurisdiction Trustee to the effect that the Co-Issuers or circumstances referred to above exist. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the applicable Guarantor or existence of satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders. The foregoing provisions will apply mutatis mutandis to any successor to the Issuer after such successor Person, as the case may be, has or will become obligated person becomes a party to pay such Additional Amounts as a result of such amendment or changethis Indenture.

Redemption for Changes in Withholding Tax. The Co-Issuers mayIssuer may redeem the Notes, in whole but not in part, at their option, redeem all, but its discretion at any time upon giving not less than all, 30 nor more than 60 days' prior notice to the Holders (which notice will be irrevocable and given in accordance Section 14.02 of the Notes then outstanding Indenture), at a redemption price equal to 100% of the principal amount of the Notesthereof, plus together with accrued and unpaid interest, to the date fixed by the Issuer for redemption (a "Tax Redemption Date") and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (and in the case of Definitive Registered Notes, subject to the right of holders on the relevant record date to receive interest due on the relevant Regular Interest Payment Date and Additional AmountsAmounts (if any) in respect thereof), if any, thereon to the Redemption Date, if the Co-Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with in respect to such of the Notes, the Issuer or successor entity has or would be required to pay Additional Amounts, and the Issuer or successor entity cannot avoid any such payment obligation taking reasonable measures available, as a result of: (1) any change in, or amendment to, the laws or treaties (or any regulations, or rulings promulgated thereunder) of the Relevant Taxing Jurisdiction affecting taxation after the date hereof (or, if the Relevant Taxing Jurisdiction has changed since the date hereof, the date on which the then current Relevant Taxing Jurisdiction became the applicable Relevant Taxing Jurisdiction) under the Indenture; or (2) 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 a holding, judgment or order by a court of competent jurisdiction or a change in published practice), after the date hereof (or, if the Relevant Taxing Jurisdiction has changed since the date hereof, the date on which the then current Relevant Taxing Jurisdiction became the applicable Relevant Taxing Jurisdiction under the Indenture). The Issuer or successor entity will not give any such notice of redemption earlier than 90 days prior to the earliest date on which the Issuer would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Notwithstanding the foregoing, the Issuer may not redeem the Notes under this provision if the Relevant Taxing Jurisdiction changes under the Indenture and the Issuer is obligated to pay any Additional Amounts as a result of a change in, or an amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder), or any change in law (including or amendment to, any official position regarding the application, administration or interpretation of such laws, treaties, regulations promulgated thereunder) or in the official interpretation or administration of lawrules, if such change is announced and becomes effective on or after the Issue Date and the Co-Issuers determine in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the Guarantors. Notice of any such redemption must be given within 60 days of the earlier of the announcement and the effectiveness of any such amendment or change referred to in the preceding paragraph. At then current Relevant Taxing Jurisdiction which, at the time such notice of redemption is givenRelevant Taxing Jurisdiction became the applicable Relevant Taxing Jurisdiction under the Indenture, such obligation to pay such Additional Amounts must remain in effectwas publicly announced as formally proposed. Immediately prior Prior to the publication or, where relevant, mailing of any notice of redemption described aboveof the Notes pursuant to the foregoing, the Co-Issuers shall Issuer will deliver the Trustee an Opinion of Counsel, the choice of such counsel to be subject to the prior written approval of the Trustee (isuch approval not to be unreasonably withheld) an Officers’ Certificate stating that the Co-Issuers are entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers Issuer or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated entity cannot avoid any obligation to pay such Additional Amounts taking reasonable measures available and there has been such change or amendment which would entitle the Issuer successor entity to redeem the Notes hereunder. For the avoidance of doubt, the Issuer or successor entity shall not be entitled to redeem the Notes as a result consequence of the adoption of the European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such amendment or changeDirective.

Redemption for Changes in Withholding Tax. The Co-Issuers Company may, at their its option, redeem all, but not less than all, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the Redemption Date. This redemption applies only if as a result of any amendment to, if or change in, the Co-Issuers have laws or treaties (including any rulings or regulations promulgated thereunder) of France or any other jurisdiction in which the Company or any Guarantor is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor, the date on which such successor Person became such pursuant to applicable provisions of this Indenture), the Company or a Guarantor has become or would will become obligated to pay, pay material Additional Amounts (pursuant to Section 4.16 of the Indenture) on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of any change in law (including any regulations promulgated thereunder) or in the official interpretation or administration of law, if such change is announced and becomes effective on or after the Issue Date Notes and the Co-Issuers determine Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the GuarantorsCompany or such Guarantor. Notice No such notice of any such redemption must may be given within 60 earlier than 90 days prior to the earliest date on which the Company or a Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the earlier of the announcement and the effectiveness of any Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Co-Issuers Company shall deliver to the Trustee (i) an Officers’ ' Certificate stating that the Co-Issuers are Company is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers Company so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers Company or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Redemption for Changes in Withholding Tax. The Co-Issuers Company may, at their its -------------------------------------------- option, redeem all, but not less than all, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the Redemption Date. This redemption applies only if as a result of any amendment to, if or change in, the Co-Issuers have laws or treaties (including any rulings or regulations promulgated thereunder) of France or any other jurisdiction in which the Company or any Guarantor is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor, the date on which such successor Person became such pursuant to applicable provisions of this Indenture), the Company or a Guarantor has become or would will become obligated to pay, pay material Additional Amounts (pursuant to Section 4.16 of the Indenture) on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts as a result of any change in law (including any regulations promulgated thereunder) or in the official interpretation or administration of law, if such change is announced and becomes effective on or after the Issue Date Notes and the Co-Issuers determine Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the GuarantorsCompany or such Guarantor. Notice No such notice of any such redemption must may be given within 60 earlier than 90 days prior to the earliest date on which the Company or a Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the earlier of the announcement and the effectiveness of any Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Co-Issuers Company shall deliver to the Trustee (i) an Officers’ ' Certificate stating that the Co-Issuers are Company is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers Company so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Co-Issuers Company or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Redemption for Changes in Withholding Tax. The Co-Issuers mayIssuer may redeem the Notes, in whole but not in part, at their option, redeem all, but its discretion at any time upon giving not less than all, 30 nor more than 60 days' prior notice to the Holders (which notice will be irrevocable and given in accordance Section 14.02 of the Notes then outstanding Indenture), at a redemption price equal to 100% of the principal amount of the Notesthereof, plus together with accrued and unpaid interest, to the date fixed by the Issuer for redemption (a "Tax Redemption Date") and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (and in the case of Definitive Registered Notes, subject to the right of holders on the relevant record date to receive interest due on the relevant Regular Interest Payment Date and Additional AmountsAmounts (if any) in respect thereof), if any, thereon to the Redemption Date, if the Co-Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with in respect to such of the Notes, the Issuer or successor entity has or would be required to pay Additional Amounts, and the Issuer or successor entity cannot avoid any such payment obligation taking reasonable measures available, as a result of: (1) any change in, or amendment to, the laws or treaties (or any regulations, or rulings promulgated thereunder) of the Relevant Taxing Jurisdiction affecting taxation after the date hereof (or, if the Relevant Taxing Jurisdiction has changed since the date hereof, the date on which the then current Relevant Taxing Jurisdiction became the applicable Relevant Taxing Jurisdiction) under the Indenture; or (2) 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 a holding, judgment or order by a court of competent jurisdiction or a change in published practice), after the date hereof (or, if the Relevant Taxing Jurisdiction has changed since the date hereof, the date on which the then current Relevant Taxing Jurisdiction became the applicable Relevant Taxing Jurisdiction under the Indenture). The Issuer or successor entity will not give any such notice of redemption earlier than 90 days prior to the earliest date on which the Issuer would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Notwithstanding the foregoing, the Issuer may not redeem the Notes under this provision if the Relevant Taxing Jurisdiction changes under the Indenture and the Issuer is obligated to pay any Additional Amounts as a result of a change in, or an amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder), or any change in law (including or amendment to, any official position regarding the application, administration or interpretation of such laws, treaties, regulations promulgated thereunder) or in the official interpretation or administration of lawrules, if such change is announced and becomes effective on or after the Issue Date and the Co-Issuers determine in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the Guarantors. Notice of any such redemption must be given within 60 days of the earlier of the announcement and the effectiveness of any such amendment or change referred to in the preceding paragraph. At then current Relevant Taxing Jurisdiction which, at the time such notice of redemption is givenRelevant Taxing Jurisdiction became the applicable Relevant Taxing Jurisdiction under the Indenture, such obligation to pay such Additional Amounts must remain in effectwas publicly announced as formally proposed. Immediately prior Prior to the publication or, where relevant, mailing of any notice of redemption described aboveof the Notes pursuant to the foregoing, the Co-Issuers shall Issuer will deliver to the Trustee (i) an Officers’ Certificate stating that the Co-Issuers are entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel qualified under Counsel, the laws choice of such counsel to be subject to the prior written approval of the relevant jurisdiction Trustee (such approval not to be unreasonably withheld) to the effect that the Co-Issuers Issuer or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated entity cannot avoid any obligation to pay such Additional Amounts taking reasonable measures available and there has been such change or amendment which would entitle the Issuer successor entity to redeem the Notes hereunder. For the avoidance of doubt, the Issuer or successor entity shall not be entitled to redeem the Notes as a result consequence of such amendment the adoption of the European Council Directive 2003/48/EC or change.any other Directive implementing the conclusions of the ECOFIN Council meeting of

Redemption for Changes in Withholding Tax. The Co-Issuers mayIssuer may redeem the Notes, in whole but not in part, at their option, redeem all, but its discretion at any time upon giving not less than all30 nor more than 60 days’ prior notice to the Holders (which notice will be irrevocable and given in accordance with the procedures described in Section 8 below, of the Notes then outstanding at a redemption price equal to 100% of the aggregate principal amount of the Notesthereof, plus together with accrued and unpaid interest and Additional Amountsinterest, if any, thereon to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due 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 and Additional Amounts (if any) in respect thereof), if the Co-Issuers have become or would become obligated to pay, on the next date on which any amount would be payable in respect of the Notes or any Guarantee, the Issuer of the Notes or any of the Guarantors with respect to any Guarantee is or would be required to pay Additional Amounts, and the Issuer or Guarantor, as applicable, cannot avoid any such Notespayment obligation by taking reasonable measures available to it (including making payment through a Paying Agent located in another jurisdiction or, any Additional Amounts in the case of a Guarantor, having another Guarantor make payment, in each case to the extent such measure is reasonable), and the requirement arises as a result of of: (1) any amendment to, or change in law (including in, the laws or any regulations or rulings promulgated thereunder) thereunder of a Relevant Taxing Jurisdiction which change or in the official interpretation or administration of law, if such change is amendment has not been publicly announced as formally proposed before and which becomes effective on or after the Issue Date and the Co-Issuers determine in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the Guarantors. Notice of any such redemption must be given within 60 days date of the earlier Offering Memorandum (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the date of the announcement and the effectiveness Offering Memorandum, such later date); or (2) any amendment to, or change in, an official written interpretation or application of any such laws, regulations or rulings (including by virtue of a holding, judgment, order by a court of competent jurisdiction or a change in published administrative practice) which amendment or change referred to has not been publicly announced, as formally proposed before and which becomes effective on or after the date of the Offering Memorandum (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the date of the Offering Memorandum, such later date) (each of the foregoing clauses (1) and (2), a “Change in the preceding paragraphTax Law”). At the time No such notice of redemption is given, such obligation may be given earlier than 60 days prior to the earliest date on which the Issuer or Guarantor (as the case may be) would be obligated to pay such Additional Amounts must remain were a payment in effectrespect of the Notes then due and payable. Immediately prior Prior to the mailing publication or delivery of any notice of redemption described aboveof the Notes pursuant to the foregoing, the Co-Issuers shall Issuer will deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that obligation to pay such Additional Amounts cannot be avoided by the Co-Issuers are entitled Issuer or the relevant Guarantor taking reasonable measures available to elect to effect such redemption it; and setting forth (b) a statement written opinion of facts showing that the conditions precedent independent tax counsel to the right Issuer of the Co-Issuers so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel recognized standing qualified under the laws of the relevant jurisdiction Relevant Taxing Jurisdiction to the effect that the Co-Issuers Issuer or the applicable relevant Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of the Change in Tax Law. The Trustee shall be entitled to conclusively rely on such amendment Officer’s Certificate and opinion of independent tax 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 the Holders. The foregoing provisions shall apply (a) to a Guarantor only on or changeafter such time as such Guarantor is obligated to make at least one payment on the Notes; and (b) mutatis mutandis to any successor Person, after such successor Person becomes a party to the Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to the Indenture.

Redemption for Changes in Withholding Tax. The Co-Issuers mayIssuer may redeem the Notes, in whole but not in part, at their option, redeem all, but its discretion at any time upon giving not less than all10 nor more than 60 days’ prior notice to the Holders (which notice will be irrevocable and given in accordance with the procedures described in Section 8 below, of the Notes then outstanding at a redemption price equal to 100% of the aggregate principal amount of the Notesthereof, plus together with accrued and unpaid interest and Additional Amountsinterest, if any, thereon to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due 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 and Additional Amounts (if any) in respect thereof), if the Co-Issuers have become or would become obligated to pay, on the next date on which any amount would be payable in respect of the Notes or any Guarantee, the Issuer of the Notes or any of the Guarantors with respect to any Guarantee is or would be required to pay Additional Amounts, and the Issuer or Guarantor, as applicable, cannot avoid any such Notespayment obligation by taking reasonable measures available to it (including making payment through a Paying Agent located in another jurisdiction or, any Additional Amounts in the case of a Guarantor, having another Guarantor make payment, in each case to the extent such measure is reasonable), and the requirement arises as a result of of: (1) any amendment to, or change in law (including in, the laws or any regulations or rulings promulgated thereunder) thereunder of a Relevant Taxing Jurisdiction which change or in the official interpretation or administration of law, if such change is amendment has not been publicly announced as formally proposed before and which becomes effective on or after the Issue Date and the Co-Issuers determine in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures (not requiring material cost) available to the Co-Issuers and the Guarantors. Notice of any such redemption must be given within 60 days date of the earlier Offering Memorandum (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the date of the announcement and the effectiveness Offering Memorandum, such later date); or (2) any amendment to, or change in, an official written interpretation or application of any such laws, regulations or rulings (including by virtue of a holding, judgment, order by a court of competent jurisdiction or a change in published administrative practice) which amendment or change referred to has not been publicly announced, as formally proposed before and which becomes effective on or after the date of the Offering Memorandum (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the date of the Offering Memorandum, such later date) (each of the foregoing clause (1) and this clause (2), a “Change in the preceding paragraphTax Law”). At the time No such notice of redemption is givenmay be given earlier than 60 days prior to the earliest date on which the Issuer or Guarantor (as the case may be) would be obligated to pay such Additional Amounts were a payment in respect of the Notes then due and payable. Prior to the publication or delivery of any notice of redemption of the Notes pursuant to the foregoing, such the Issuer will deliver to the Trustee (a) an Officer’s Certificate stating that obligation to pay such Additional Amounts must remain in effect. Immediately prior cannot be avoided by the Issuer or the relevant Guarantor taking reasonable measures available to it; and (b) a written opinion of independent tax counsel to the mailing Issuer of any notice of redemption described above, the Co-Issuers shall deliver to the Trustee (i) an Officers’ Certificate stating that the Co-Issuers are entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Co-Issuers so to elect to redeem have occurred and (ii) if requested by the Trustee, an Opinion of Counsel recognized standing qualified under the laws of the relevant jurisdiction Relevant Taxing Jurisdiction to the effect that the Co-Issuers Issuer or the applicable relevant Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of the Change in Tax Law. The Trustee shall be entitled to conclusively rely on such amendment 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 the Holders. The foregoing provisions shall apply (a) to a Guarantor only on or changeafter such time as such Guarantor is obligated to make at least one payment on the Notes; and (b) mutatis mutandis to any successor Person, after such successor Person becomes a party to the Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to the Indenture.