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

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are Issuer is entitled to redeem the NotesSterling Securities, at the option of the Issuersits option, at any time in as a whole but not in part, upon not less than 15 30 nor more than 45 60 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)notice, at a redemption price equal to 100% of the outstanding principal amount of the Notes being redeemedthereof, plus accrued and unpaid interest, interest (if any, to, but not including, ) to the date of redemption (subject to the right of Holders holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if anyinterest payment date), in the event the Issuers have Issuer has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the NotesSecurities, any Additional Amounts with respect to the Notes as a result of: (i1) a change in or an amendment to the any laws or treaties (including any regulations, rulings or protocols regulations promulgated and treaties enacted thereunder) of any Relevant relevant Taxing Jurisdiction affecting taxation(or any political subdivision or taxing authority thereof or therein); or (ii2) any change in or amendment to, or the introduction of, to any official position regarding the application, administration or interpretation of such laws, treaties, rulings or regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date)Issue Date, and where the Issuers Issuer cannot avoid such obligation by taking reasonable measures available to it, provided that the IssuersIssuer shall not be required to take any measures that, in its reasonable determination, would result in the imposition on it of any legal or regulatory burden or the incurrence by it of any additional costs, or would otherwise result in any adverse consequences. Notwithstanding The foregoing provisions will apply mutatis mutandis to the foregoinglaws and official positions of any jurisdiction in which any successor permitted under Section 5.01 of the Indenture is organized, no but (in the case of any jurisdiction other than Ireland) only with respect to events arising after the date of succession to the extent the foregoing did not apply to such notice of redemption will be given (x) earlier than 90 days events prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) succession. Before the Issuers publish publishing or mail or deliver mailing notice of redemption of the Notes as described aboveSecurities, the Issuers Issuer will deliver to the Trustee an Officers’ Certificate stating to the effect that the Issuers Issuer cannot avoid their its obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied withit. The Issuers Issuer will also deliver an opinion of independent legal counsel of recognized standing to the Trustee an Opinion of Counsel from outside counsel stating extent that the Issuers Issuer would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied withabove. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 30 nor more than 45 60 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus accrued and unpaid interest (and additional interest, if any), to, but not including, to the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any), in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, protocols or rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols treaties or treaties rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), this Indenture and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change in tax laws or amendment described above regulations or a new application or interpretation of such laws or regulations and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer or a Guarantor is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the applicable redemption date of redemption (subject to the right of Holders the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) ), and all Additional Amounts, if any, in then due and which shall become due on the event applicable redemption date as a result of the redemption or otherwise if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or the official written interpretation of such laws, which change or amendment is publicly announced and becomes effective after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date), the Issuers have become are, or would become obligated to pay, on the next Interest Payment Date in respect of the Notes would be, required to pay any Additional Amounts or if, after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date on which after the Issue Date, after such later date), any amount would be payable action is taken by a taxing authority of, or any action has been brought in a court of competent jurisdiction in, a Relevant Taxing Jurisdiction or any taxing authority thereof or therein, including any of those actions that constitutes a Change in Tax Law, whether or not such action was taken or brought with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment toIssuers, or the introduction ofthere is any change, any official position regarding the applicationamendment, administration clarification, application or interpretation of such laws, regulations, treaties or rulings, protocols which in any such case, will result in a material probability that the Issuers will be required to pay Additional Amounts with respect to the Notes (each such action, change, amendment, clarification, application or treaties interpretation, a “Tax Action”) (including a holding, judgment or order by a court it being understood that such material probability will be deemed to result if the written opinion of competent jurisdictionindependent tax counsel described in clause (ii) below to such effect is delivered to the First Lien Trustee), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (orand, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after each case, such date, on or after such later date), and where the Issuers obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuers (including, for the avoidance of doubt, the appointment of a new paying agent). Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law or Tax Action will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law or Tax Action and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of . Prior to any redemption of Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will shall deliver to the First Lien Trustee (i) an Officers’ Certificate stating that the Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the right of redemption have been complied with. The Issuers will also deliver occurred and (ii) an opinion of independent tax counsel reasonably acceptable to the First Lien Trustee an Opinion of Counsel from outside counsel stating to the effect that the Issuers would be obligated are entitled to pay Additional Amounts redeem the Notes as a result of a change Change in Tax Law or amendment described above a Tax Action. The First Lien Trustee will accept such Officers’ Certificate and that all opinion as sufficient evidence of the satisfaction of the conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction described above, without further inquiry, in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or thereinevent it will be conclusive and binding on the holders.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the NotesNotes of a Series, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the NotesNotes of such Series, any Additional Amounts with respect to the Notes of such Series as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes of such Series are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes of such Series as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The In addition, the Co-Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, to, but not includingexcluding, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Redemption Date) and Additional Amounts, if any, in the event the Issuers have any Co-Issuer or a Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes (or make indemnity payments) as a result of: (i) a of any change in or an amendment to the laws law of a Relevant Taxing Jurisdiction (including any regulations, rulings or protocols regulations promulgated and treaties enacted thereunder) or in the official interpretation or administration of law or relevant position or policy of any applicable taxing authority of a Relevant Taxing Jurisdiction affecting taxation; or (ii) any Jurisdiction, if such change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that becomes Relevant Taxing Jurisdiction did not become a Relevant Taxing Jurisdiction until after such datethe Issue Date, on or after such later date), and where ; provided that the Issuers obligation to pay such Additional Amounts or indemnification payments cannot avoid such obligation be avoided by taking the use of reasonable measures available to it (including, for the Issuersavoidance of doubt, the appointment of a new Paying Agent or payment through another Co-Issuer or Guarantor). Notwithstanding Notice of any such redemption must be given not less than 15 nor more than 60 days prior to the foregoing, date fixed for redemption pursuant to this paragraph; provided that no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers such Co-Issuer or Guarantor would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver Amounts. Prior to giving any notice of redemption of the Notes as described abovepursuant to this Section 1109, the Issuers Issuer will deliver to the Trustee Trustee: (1) an Officers’ Officer’s Certificate stating that the Co-Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the redemption right of the Co-Issuers so to redeem have been complied with. The Issuers will also deliver occurred; and (2) a written opinion of recognized independent tax counsel in the Relevant Taxing Jurisdiction acceptable to the Trustee an Opinion of Counsel from outside counsel stating Trustee, that the Issuers would be obligated Issuer, Co-Issuer or any Guarantor, as the case may be, has or will become obliged to pay Additional Amounts as a result of a such change or amendment as described above above. Such certificate and that all conditions precedent to opinion will be made available for inspection by the redemption have been complied withHolders. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the applicable redemption date of redemption (subject to the right of Holders the holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) ), and all Additional Amounts, if any, then due and which shall become due on the applicable redemption date as a result of the redemption or otherwise if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or the official written interpretation of such laws, which change or amendment is publicly announced and becomes effective after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date) (each of the foregoing changes or amendments, a “Change in the event Tax Law”), the Issuers have become are, or would become obligated to pay, on the next interest payment date in respect of the Notes would be, required to pay any Additional Amounts or if, after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on which a date after the Issue Date, after such later date), any amount would be payable action is taken by a taxing authority of, or any action has been brought in a court of competent jurisdiction in, a Relevant Taxing Jurisdiction or any taxing authority thereof or therein, including any of those actions that constitutes a Change in Tax Law, whether or not such action was taken or brought with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment toIssuers, or the introduction ofthere is any change, any official position regarding the applicationamendment, administration clarification, application or interpretation of such laws, regulations, treaties or rulings, protocols which in any such case, will result in a material probability that the Issuers will be required to pay Additional Amounts with respect to the Notes (each such action, change, amendment, clarification, application or treaties interpretation, a “Tax Action”) (including a holding, judgment or order by a court it being understood that such material probability will be deemed to result if the written opinion of competent jurisdictionindependent tax counsel described in clause (ii) below to such effect is delivered to the First Lien Trustee), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (orand, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after each case, such date, on or after such later date), and where the Issuers obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuers (including, for the avoidance of doubt, the appointment of a new paying agent). Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law or Tax Action will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law or Tax Action and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of . Prior to any redemption of Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will shall deliver to the First Lien Trustee (i) an Officers’ Certificate stating that the Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the right of redemption have been complied with. The Issuers will also deliver occurred and (ii) an opinion of independent tax counsel reasonably acceptable to the First Lien Trustee an Opinion of Counsel from outside counsel stating to the effect that the Issuers would be obligated are entitled to pay Additional Amounts redeem the Notes as a result of a change Change in Tax Law or amendment described above a Tax Action. The First Lien Trustee will accept such Officers’ Certificate and that all opinion as sufficient evidence of the satisfaction of the conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction described above, without further inquiry, in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or thereinevent it will be conclusive and binding on the holders.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 30 nor more than 45 60 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus accrued and unpaid interest, if any, to, but not including, to the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any), in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, protocols or rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols treaties or treaties rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), this Sixth Supplemental Indenture and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change in tax laws or amendment described above regulations or a new application or interpretation of such laws or regulations and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer or a Guarantor is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 30 nor more than 45 60 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus accrued and unpaid interest, if any, to, but not including, to the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any), in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, protocols or rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols treaties or treaties rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), this Seventh Supplemental Indenture and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change in tax laws or amendment described above regulations or a new application or interpretation of such laws or regulations and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer or a Guarantor is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the applicable redemption date of redemption (subject to the right of Holders the holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) ), and all Additional Amounts, if any, then due and which shall become due on the applicable redemption date as a result of the redemption or otherwise if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or the official written interpretation of such laws, which change or amendment is publicly announced and becomes effective after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date) (each of the foregoing changes or amendments, a “Change in the event Tax Law”), the Issuers have become are, or would become obligated to pay, on the next interest payment date in respect of the Notes would be, required to pay any Additional Amounts or if, after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on which a date after the Issue Date, after such later date), any amount would be payable action is taken by a taxing authority of, or any action has been brought in a court of competent jurisdiction in, a Relevant Taxing Jurisdiction or any taxing authority thereof or therein, including any of those actions that constitutes a Change in Tax Law, whether or not such action was taken or brought with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment toIssuers, or the introduction ofthere is any change, any official position regarding the applicationamendment, administration clarification, application or interpretation of such laws, regulations, treaties or rulings, protocols which in any such case, will result in a material probability that the Issuers will be required to pay Additional Amounts with respect to the Notes (each such action, change, amendment, clarification, application or treaties interpretation, a “Tax Action”) (including a holding, judgment or order by a court it being understood that such material probability will be deemed to result if the written opinion of competent jurisdictionindependent tax counsel described in clause (ii) below to such effect is delivered to the Second Lien Trustee), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (orand, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after each case, such date, on or after such later date), and where the Issuers obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuers (including, for the avoidance of doubt, the appointment of a new paying agent). Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law or Tax Action will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law or Tax Action and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of . Prior to any redemption of Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will shall deliver to the Second Lien Trustee (i) an Officers’ Certificate stating that the Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the right of redemption have been complied with. The Issuers will also deliver occurred and (ii) an opinion of independent tax counsel reasonably acceptable to the Second Lien Trustee an Opinion of Counsel from outside counsel stating to the effect that the Issuers would be obligated are entitled to pay Additional Amounts redeem the Notes as a result of a change Change in Tax Law or amendment described above a Tax Action. The Second Lien Trustee will accept such Officers’ Certificate and that all opinion as sufficient evidence of the satisfaction of the conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction described above, without further inquiry, in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or thereinevent it will be conclusive and binding on the holders.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the applicable redemption date of redemption (subject to the right of Holders the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) ), and all Additional Amounts, if any, in then due and which shall become due on the event applicable redemption date as a result of the redemption or otherwise if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or the official written interpretation of such laws, which change or amendment is publicly announced and becomes effective after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date), the Issuers have become are, or would become obligated to pay, on the next Interest Payment Date in respect of the Notes would be, required to pay any Additional Amounts or if, after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date on which after the Issue Date, after such later date), any amount would be payable action is taken by a taxing authority of, or any action has been brought in a court of competent jurisdiction in, a Relevant Taxing Jurisdiction or any taxing authority thereof or therein, including any of those actions that constitutes a Change in Tax Law, whether or not such action was taken or brought with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment toIssuers, or the introduction ofthere is any change, any official position regarding the applicationamendment, administration clarification, application or interpretation of such laws, regulations, treaties or rulings, protocols which in any such case, will result in a material probability that the Issuers will be required to pay Additional Amounts with respect to the Notes (each such action, change, amendment, clarification, application or treaties interpretation, a “Tax Action”) (including a holding, judgment or order by a court it being understood that such material probability will be deemed to result if the written opinion of competent jurisdictionindependent tax counsel described in clause (ii) below to such effect is delivered to the Second Lien Trustee), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (orand, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after each case, such date, on or after such later date), and where the Issuers obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuers (including, for the avoidance of doubt, the appointment of a new paying agent). Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law or Tax Action will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law or Tax Action and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of . Prior to any redemption of Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will shall deliver to the Second Lien Trustee (i) an Officers’ Certificate stating that the Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the right of redemption have been complied with. The Issuers will also deliver occurred and (ii) an opinion of independent tax counsel reasonably acceptable to the Second Lien Trustee an Opinion of Counsel from outside counsel stating to the effect that the Issuers would be obligated are entitled to pay Additional Amounts redeem the Notes as a result of a change Change in Tax Law or amendment described above a Tax Action. The Second Lien Trustee will accept such Officers’ Certificate and that all opinion as sufficient evidence of the satisfaction of the conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction described above, without further inquiry, in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or thereinevent it will be conclusive and binding on the holders.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the NotesNotes may be redeemed, at the option of the IssuersCompany, at any time in whole but not in part, at any time upon giving not less than 15 30 nor more than 45 days’ 60 days prior written notice to the Holders of the Notes (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus any Additional Amounts and accrued and unpaid interest, if any, to, but not including, to the date of fixed by the Company for redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment “Tax Redemption Date”) and Additional Amountsif, if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a any change in in, or an amendment to to, the laws or treaties (including or any regulations, regulations or rulings or protocols promulgated and treaties enacted thereunder) of any a Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any existing official position regarding the application, administration application or interpretation of such laws, regulationstreaties, rulings, protocols regulations or treaties rulings (including a holding, judgment or order by a court of competent jurisdiction), which change change, amendment, application or amendment interpretation is announced or becomes effective on or after the date Issue Date and the Company or any Subsidiary Guarantor, as the case may be, is, or on which the next Interest Payment Date would be, required for reasons outside its control to pay any Additional Amounts with respect to any payment due or become due under the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after or this Indenture and such date, on or after such later date), and where the Issuers requirement cannot avoid such obligation be avoided by the taking of reasonable measures available to by the Issuers. Notwithstanding Company or a Subsidiary Guarantor, as determined in good faith by the foregoing, relevant Board of Directors; provided that no such notice of redemption will shall be given (x) earlier than 90 days prior to the earliest date on which the Issuers Company or a Subsidiary Guarantor, as the case may be, would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation obligated to pay such Additional Amounts remains if a payment in effectrespect of the Notes was then due. Any such redemption described in this Section 3.03 shall be consummated upon not less than 30 days nor more than 60 days prior written notice. (b) Before Prior to the Issuers publish or mail or deliver publication and mailing of any notice of redemption of the Notes as described abovepursuant to the foregoing paragraph, the Issuers will Company shall deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver opinion of an independent tax counsel reasonably acceptable to the Trustee and a copy of any judicial decision or regulatory determination, ruling, notice or letter to an Opinion of Counsel from outside counsel stating effect that the Issuers would be obligated circumstances referred to pay Additional Amounts as a result of a change or amendment described above in clauses (a)(i) and that all conditions precedent to the redemption have been complied with(a)(ii) in this Section 3.03 exist. (c) This Any Notes that are redeemed pursuant to Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein3.03 shall be cancelled.

Redemption for Changes in Withholding Taxes. (a) The Issuers are Issuer is entitled to redeem the NotesDollar Securities, at the option of the Issuersits option, at any time in as a whole but not in part, upon not less than 15 30 nor more than 45 60 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)notice, at a redemption price equal to 100% of the outstanding principal amount of the Notes being redeemedthereof, plus accrued and unpaid interest, interest (if any, to, but not including, ) to the date of redemption (subject to the right of Holders holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if anyinterest payment date), in the event the Issuers have Issuer has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the NotesSecurities, any Additional Amounts with respect to the Notes as a result of: (i1) a change in or an amendment to the any laws or treaties (including any regulations, rulings or protocols regulations promulgated and treaties enacted thereunder) of any Relevant relevant Taxing Jurisdiction affecting taxation(or any political subdivision or taxing authority thereof or therein); or (ii2) any change in or amendment to, or the introduction of, to any official position regarding the application, administration or interpretation of such laws, treaties, rulings or regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date)Issue Date, and where the Issuers Issuer cannot avoid such obligation by taking reasonable measures available to it, provided that the IssuersIssuer shall not be required to take any measures that, in its reasonable determination, would result in the imposition on it of any legal or regulatory burden or the incurrence by it of any additional costs, or would otherwise result in any adverse consequences. Notwithstanding The foregoing provisions will apply mutatis mutandis to the foregoinglaws and official positions of any jurisdiction in which any successor permitted under Section 5.01 of the Indenture is organized, no but (in the case of any jurisdiction other than Ireland) only with respect to events arising after the date of succession to the extent the foregoing did not apply to such notice of redemption will be given (x) earlier than 90 days events prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) succession. Before the Issuers publish publishing or mail or deliver mailing notice of redemption of the Notes as described aboveSecurities, the Issuers Issuer will deliver to the Trustee an Officers’ Certificate stating to the effect that the Issuers Issuer cannot avoid their its obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied withit. The Issuers Issuer will also deliver an opinion of independent legal counsel of recognized standing to the Trustee an Opinion of Counsel from outside counsel stating extent that the Issuers Issuer would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied withabove. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the applicable redemption date of redemption (subject to the right of Holders the holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) ), and all Additional Amounts, if any, in the event the Issuers have then due and which shall become or would become obligated to pay, due on the next applicable redemption date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) of the redemption or otherwise if, as a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) result of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or the introduction of, any official position regarding the application, administration or written interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is publicly announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that becomes Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after such datethe Issue Date, on or after such later date) (each of the foregoing changes or amendments, a “Change in Tax Law”), and where the Issuers are, or on the next interest payment date in respect of the Notes would be, required to pay any Additional Amounts, and such obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuers (including, for the avoidance of doubt, the appointment of a new paying agent). Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of . Prior to any redemption of Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will shall deliver to the Trustee (i) an Officers’ Certificate stating that the Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the right of redemption have been complied with. The Issuers will also deliver occurred and (ii) an opinion of independent tax counsel reasonably acceptable to the Trustee an Opinion of Counsel from outside counsel stating to the effect that a Change in Tax Law has occurred that would entitle the Issuers would be obligated to pay Additional Amounts redeem the Notes. The Trustee will accept such Officers’ Certificate and opinion as a result sufficient evidence of a change or amendment described above and that all the satisfaction of the conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction described above, without further inquiry, in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or thereinevent it will be conclusive and binding on the holders.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the NotesDutch Issuer may, at the option of the Issuersits option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, to, to (but not including, excluding) the applicable redemption date of redemption (subject to the right of Holders holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date), and all Additional Amounts, if any, in the event the Issuers have then due or which shall become or would become obligated to pay, due on the next applicable redemption date on which any amount would be payable with respect to as a result of the Notesredemption or otherwise, any Additional Amounts with respect to the Notes if, as a result of: (i1) a any change in in, or an amendment to to, the laws law (including or any regulations, regulations or official rulings or protocols promulgated and treaties enacted thereunder) of any Relevant a Taxing Jurisdiction, which change or amendment becomes effective after the Issue Date (or, if the Taxing Jurisdiction affecting taxationfirst became a Taxing Jurisdiction on a date after the Issue Date, after such later date); or (ii2) any change in in, or amendment to, or the introduction of, any an official position regarding the application, administration or written interpretation of such laws, regulations, rulings, protocols regulations or treaties official rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction)) of a Taxing Jurisdiction, which change or amendment is publicly announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction first became a Taxing Jurisdiction on a date after such datethe Issue Date, on or after such later date) (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”), the Dutch Issuer is, or on the next interest payment date in respect of the Notes would be, required to pay any Additional Amounts, and where the Issuers such obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersDutch Issuer (including, for the avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not including assignment of the obligation to make payment with respect to the Notes). Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers Dutch Issuer would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law if payment under the Notes were due on such date, and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of . Prior to any redemption of Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will Dutch Issuer shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that the Issuers cannot avoid their Dutch Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of redemption have occurred and that the obligation to pay Additional Amounts could not be avoided by taking reasonable measures available to them the Dutch Issuer, and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver (ii) an opinion of independent tax counsel reasonably acceptable to the Trustee an Opinion to the effect that a Change in Tax Law has occurred that would entitle the Dutch Issuer to redeem the Notes. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result satisfaction of a change or amendment described above and that all the conditions precedent to described above, without further inquiry, in which event it will be conclusive and binding on the redemption have been complied with. (c) This Section holders. The foregoing provisions will apply mutatis mutandis to any successor of the Dutch Issuer and to any jurisdiction in which any such successor Person to an Issuer is incorporated organized, resident or organized engaged in business for tax purposes or from or through which any political subdivision payment on the Notes is made by or taxing authority or agency thereof or thereinon behalf of such successor.

Redemption for Changes in Withholding Taxes. (a) The In addition, the Co-Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, to, but not including, to the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amountsredemption, if any, in the event the Issuers have any Co-Issuer or a Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notessuch notes, any Additional Amounts with respect to the Notes (or make indemnity payments) as a result of: (i) a of any change in or an amendment to the laws law of a Relevant Taxing Jurisdiction (including any regulations, rulings or protocols regulations promulgated and treaties enacted thereunder) or in the official interpretation or administration of law or relevant position or policy of any applicable taxing authority of a Relevant Taxing Jurisdiction affecting taxation; or (ii) any Jurisdiction, if such change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or and becomes effective on or after the date on which Issue Date; provided that the Notes are issued (orIssuer determines, in its business judgment, that the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after obligation to pay such date, on Additional Amounts or after such later date), and where the Issuers indemnification payments cannot avoid such obligation be avoided by taking the use of reasonable measures available to it. Notice of any such redemption must be given not less than 30 nor more than 60 days prior to the Issuers. Notwithstanding the foregoing, date fixed for redemption pursuant to this paragraph and no later than 270 days after such Co-Issuer or Guarantor first becomes liable to pay such Additional Amounts (or indemnity payments); provided that no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers such Co-Issuer or Guarantor would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver Amounts. Prior to giving any notice of redemption of the Notes as described abovepursuant to this section, the Issuers Issuer will deliver to the Trustee Trustee: (1) an Officers’ Certificate stating that the Co-Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the redemption right of the Co-Issuers so to redeem have been complied with. The Issuers will also deliver occurred; and (2) a written tax opinion of recognized counsel in the Relevant Taxing Jurisdiction acceptable to the Trustee an Opinion of Counsel from outside counsel stating Trustee, that the Issuers would be obligated Issuer, Co-Issuer or any Guarantor, as the case may be, has or will become obliged to pay Additional Amounts as a result of a such amendment or change or amendment as described above above. Such certificate and that all conditions precedent to opinion will be made available for inspection by the redemption have been complied withHolders. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to Issuer may redeem the Notes, at the option of the Issuers, at any time in whole but not in part, at its discretion at any time upon giving not less than 15 ten (10) nor more than 45 sixty (60) days’ ' prior notice to the Holders of such series of Notes (which notice shall will be irrevocable) to irrevocable and given in accordance with the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTCprocedures described in Sections 3.03 and 12.01), at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemedthereof, plus together with accrued and unpaid interest, if any, to, but not including, 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 record such Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date and Additional AmountsAmounts (if any) in respect thereof), if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the such Notes, the Issuer or any Guarantor is or would be required to pay Additional Amounts with respect and (a) the Issuer or the relevant Guarantor cannot avoid such requirement by taking reasonable measures available to it (including the Notes designation of a different paying agent), (b) in the case of a Guarantor, such amounts cannot be paid by the Issuer or any 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: (i1) a any amendment to, or change in or an amendment to in, the laws or treaties (including or any regulations, regulations or rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing a relevant Tax Jurisdiction affecting taxationwhich change or amendment becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, such later date); or (ii2) any change in or amendment to, or the introduction ofchange in, any an official position regarding the application, administration written interpretation or interpretation application of such laws, regulationstreaties, rulings, protocols regulations or treaties rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction), jurisdiction or a change in published administrative practice) which amendment or change or amendment is announced or becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of applicable Tax Jurisdiction became a jurisdiction that becomes Tax Jurisdiction on a Relevant Taxing Jurisdiction date after such datethe Issue Date, on or after such later date) (each of the foregoing clauses (1) and (2), and where the Issuers cana "Change in Tax Law"). The Issuer will not avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no give any such notice of redemption will be given (x) earlier than 90 sixty (60) days prior to the earliest date on which the Issuers Issuer or the relevant Guarantor would be obliged obligated to make such payment of or withholding if a payment with respect to such Notes was then due and the obligation to pay Additional Amounts and (y) unless must be in effect at the time such notice is given. Prior to the publication or, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver where relevant, mailing of any notice of redemption of such Notes pursuant to the Notes as described aboveforegoing, the Issuers Issuer will deliver to the Trustee an Officers’ Certificate stating opinion of independent tax counsel to the effect that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers Issuer is or would be obligated to pay Additional Amounts as a result of a change Change in Tax Law. In addition, before the Issuer publishes or amendment mails notice of redemption of the Notes as described above above, it 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 it and that all (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 of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent to as described above, in which event it will be conclusive and binding on the redemption have been complied with. (c) This Section Holders of the applicable Notes. The foregoing will apply mutatis mutandis to any jurisdiction under the laws of which any successor Person to the Issuer is incorporated or organized or in which any successor Person to an the Issuer is incorporated engaged in business or organized resident for tax purposes or any jurisdiction from or through which payment is made by or on behalf of such Person on the Notes and any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled If: (i) as the result of any change in or any amendment to the laws, regulations or published taxrulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (ii) as a result of any change in the official administration, application or interpretation by a court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published taxrulings either generally or in relation to a series of Notes, which change or amendment becomes effective on or after the Issue Date or which change in official administration, application or interpretation shall not have been available to the public prior to the Issue Date, Newcrest Finance would be required to pay any Additional Amounts pursuant to this Indenture in respect of interest on the next succeeding Interest Payment Date and the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to Newcrest Finance, Newcrest Finance may, at its option, redeem all (but not less than all) the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 10 nor more than 45 60 days’ written notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)as provided in this Indenture, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, thereof plus accrued and unpaid interest, if any, to, but not including, interest to the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amountsfixed for redemption; provided, if anyhowever, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result ofthat: (i1) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will may be given (x) earlier than 90 60 days prior to the earliest date on which the Issuers Newcrest Finance would be obliged obligated to make pay such payment of Additional Amounts and were a payment in respect of the Notes then due; and (y2) unless at the time any such redemption notice is given, such obligation to pay such Additional Amounts remains must remain in effect. (b) Before Prior to any redemption pursuant to Section 3.02(a), Newcrest Finance shall provide the Issuers publish or mail or deliver notice Trustee with an opinion of redemption independent legal counsel of the Notes as described above, the Issuers will deliver recognized standing to the Trustee effect that Additional Amounts would be payable as specified in Section 3.02(a) and an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts cannot be avoided by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied withNewcrest Finance believes are reasonable. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the NotesIssuer may, at the option of the Issuersits option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being to be redeemed, plus accrued and unpaid interest, if any, to, but not including, to the date of redemption (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) ), and all Additional Amounts, if any, in the event the Issuers have then due or which shall become or would become obligated to pay, due on the next applicable redemption date on which any amount would be payable with respect to as a result of the Notesredemption or otherwise, any Additional Amounts with respect to the Notes if, as a result of: (i) any change in, or amendment to, the law of a Relevant Taxing Jurisdiction, which change in or an amendment to is publicly announced and becomes effective after the laws Issue Date (including any regulationsor, rulings or protocols promulgated and treaties enacted thereunder) of any if the Relevant Taxing Jurisdiction affecting taxationbecame a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date); or (ii) any change in in, or amendment to, or the introduction of, any an official position regarding the application, administration or written interpretation of such laws, regulations, rulings, protocols or treaties law (including by virtue of a holding, judgment or order by a court of competent jurisdiction)) of a Relevant Taxing Jurisdiction, which change or amendment is announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after such datethe Issue Date, on or after such later date) (each of the foregoing in clauses (i) and (ii), a “Change in Tax Law”); the Issuer is, or on the next date on which any amount will be payable with respect to such notes, would become, obligated to pay any Additional Amounts, and where the Issuers such obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuer. Notice of any such redemption will be published in accordance with the procedures set forth in Section 1104. Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers Issuer would be obliged to make pay such payment of Additional Amounts as a result of such Change in Tax Law or later than 365 days after the Issuer first becomes liable to pay such Additional Amounts, and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver . Prior to giving any notice of redemption of the Notes as described abovepursuant to this section, the Issuers Issuer will deliver to the Trustee Trustee: (1) an Officers’ Certificate stating that the Issuers cannot avoid their obligation Issuer is entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the redemption right of the Issuer so to redeem have been complied with. The Issuers will also deliver occurred; and (2) a written opinion of independent tax counsel in the Relevant Taxing Jurisdiction of recognized standing acceptable to the Trustee an Opinion of Counsel from outside counsel stating Trustee, that the Issuers would be obligated Issuer has or will become obliged to pay Additional Amounts as a result of a change or amendment described above Change in Tax Law. The foregoing obligations will apply, mutatis mutandis, to any successor of the Issuer and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which such successor is incorporated, organized, resident or engaged in business for tax purposes, or any jurisdiction from or through which such successor Person makes payment on or with respect to an Issuer is incorporated or organized or the Notes, and any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the applicable redemption date of redemption (subject to the right of Holders the holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date), and all Additional Amounts, if any, in the event the Issuers have then due and which shall become or would become obligated to pay, due on the next applicable redemption date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) of the redemption or otherwise if, as a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) result of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) or a Relevant Taxing Jurisdiction (as defined in Section 4.17), or the introduction of, any official position regarding the application, administration or written interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is publicly announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that becomes Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after such datethe Issue Date, on or after such later date) (each of the foregoing changes or amendments, a “Change in Tax Law”), and where the Issuers are, or on the next interest payment date in respect of the Notes would be, required to pay any Additional Amounts, and such obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuers (including, for the avoidance of doubt, the appointment of a new paying agent). Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of . Prior to any redemption of Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will shall deliver to the Trustee (i) an Officers’ Certificate stating that the Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the right of redemption have been complied with. The Issuers will also deliver occurred and (ii) an opinion of independent tax counsel reasonably acceptable to the Trustee an Opinion of Counsel from outside counsel stating to the effect that a Change in Tax Law has occurred that would entitle the Issuers would be obligated to pay Additional Amounts redeem the Notes. The Trustee will accept such Officers’ Certificate and opinion as a result sufficient evidence of a change or amendment described above and that all the satisfaction of the conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction described above, without further inquiry, in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or thereinevent it will be conclusive and binding on the holders.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to Company may redeem the Notes, at the option of the Issuers, at any time in whole but not in part, at its discretion at any time upon not less than 15 10 nor more than 45 60 days’ prior notice (which notice shall be irrevocable) to the Holders (which notice will be given in accordance with a copy to the Trusteeprocedures in Section 3.2 of the Indenture, except that it may not be conditional) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus together with accrued and unpaid interest, if any, to, but not including, to the date of fixed by the Company for redemption (the “Tax Redemption Date”) and all additional interest and 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 Notes, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) Date and additional interest and Additional Amounts, if any, in the event the Issuers have become or would become obligated to payrespect thereof), if on the next date on which any amount would be payable with in respect of the Notes or the Note Guarantees, the Company or any Guarantor, as applicable, has or would be required to the Notes, any pay Additional Amounts with respect (in the case of a Guarantor, if the payment giving rise to such requirement cannot be made by the Notes Company or another Guarantor without the obligation to pay Additional Amounts), and the Company or any Guarantor, as applicable, cannot avoid any such payment obligation by taking reasonable measures available (including the designation of a Paying Agent in another jurisdiction) as a result of: (i1) a any change in in, or an amendment to to, the laws or treaties (including or any regulations, or rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction the relevant Tax Authority affecting taxationtaxation which is announced and becomes effective on or after the date of the Indenture (or, if the relevant Tax Authority has changed since the date of the Indenture, the date on which the then current Tax Authority became the applicable Tax Authority under the Indenture); or (ii2) any change in in, or amendment to, the existing official position or the introduction of, any of an official position regarding the application, administration or interpretation of such laws, regulationstreaties, rulings, protocols regulations or treaties rulings (including a holding, judgment or order by a court of competent jurisdictionjurisdiction or a change in published practice), which change or amendment is announced or and becomes effective on or after the date of the Indenture (or, if the relevant Tax Authority has changed since the date of the Indenture, the date on which the Notes are issued (or, in then current Tax Authority became the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later dateapplicable Tax Authority under the Indenture), and where the Issuers can. The Company will not avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no give any such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers Company, or if applicable, any Guarantor, would be obliged obligated to make such payment or withholding if a payment in respect of Additional Amounts and (y) unless at the time such notice is givenNotes or any Note Guarantee were then due. Prior to the publication or, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver where relevant, delivery of any notice of redemption of the Notes as described abovepursuant to the foregoing, the Issuers Company will deliver to the Trustee and the Common Depositary (a) an Officers’ Certificate stating to the effect that the Issuers Company is entitled to effect such redemption and cannot avoid their such obligation to pay Additional Amounts by taking reasonable measures available to them it or any Guarantor and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver (b) an opinion of independent counsel reasonably acceptable to the Trustee an Opinion of Counsel from outside counsel stating and the Common Depositary to the effect that the Issuers would Company or any Guarantor, as applicable, will be obligated to pay Additional Amounts as a result of a change or amendment an event described above and that all conditions precedent to the redemption have been complied withabove. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. If, as a result of: (a) The Issuers are entitled to redeem any amendment to, or change in, the Noteslaws (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which is announced and becomes effective after the date hereof (or, at where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date); or (b) any amendment to, or change in, the option official application, official interpretation, official administration or official assessing practices of the Issuerslaws, regulations or rulings of any Relevant Taxing Jurisdiction which is announced and becomes effective after the date hereof (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date), an Issuer would be obligated to pay, on the next date for any payment and as a result of that amendment or change, Additional Amounts or indemnification payments as described in Section 4.19 hereof with respect to the Relevant Taxing Jurisdiction, then the Issuers may redeem all, but not less than all, of the Units, at any time in whole but not in partthereafter, upon not less than 15 thirty (30) nor more than 45 sixty (60) days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)notice, at a redemption price equal to of 100% of the their principal amount of the Notes being redeemedamount, plus accrued and unpaid interest, if any, to, but not including, to the date redemption date. Prior to the giving of any notice of redemption (subject described in this Section 3.01(d), an Issuer will deliver to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result ofTrustee: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their Issuer in its reasonable judgment has determined that the obligation to pay the Additional Amounts or indemnification payments cannot be avoided by such Issuer’s taking reasonable measures available to them and that all conditions precedent it; and (ii) a written opinion of independent legal counsel to such Issuer of recognized standing to the redemption have been complied with. The Issuers effect that such Issuer has or will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be become obligated to pay such Additional Amounts or indemnification payments as a result of a change change, amendment, official application, official interpretation, official administration or amendment official assessing practices described above and that all conditions precedent to the redemption have been complied withabove. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 30 nor more than 45 60 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus accrued and unpaid interest, if any, to, but not including, to the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any), in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, protocols or rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols treaties or treaties rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), this Eighth Supplemental Indenture and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change in tax laws or amendment described above regulations or a new application or interpretation of such laws or regulations and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer or a Guarantor is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled Securities shall be subject to redeem the Notes, redemption at the option of the IssuersIssuer, at any time in time, as a whole but not in part, upon not less than 15 30 nor more than 45 60 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)' notice, at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus accrued and unpaid interest, interest (if any, to, but not including, ) and liquidated damages to the date of redemption (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if anyinterest payment date), in the event the Issuers have Issuer or the Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the NotesSecurities or the Note Guarantee, any Additional Amounts with respect to the Notes as a result of: of (i) a change in or an amendment to the laws (including any regulations, rulings or protocols regulations promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or or (ii) any change in or amendment to, or the introduction of, to any official position regarding the application, administration application or interpretation of such laws, laws or regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, of this Indenture; and in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such dateclauses (i) and (ii) above, on the Issuer or after such later date), and where the Issuers Company cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding Issuer or the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effectCompany. (b) Before Prior to the Issuers publish or mail or deliver notice of redemption of given in accordance with the Notes as described aboveforegoing paragraph 6(a), the Issuers will Issuer or the Company shall deliver to the Trustee an Officers’ ' Certificate stating to the effect that the Issuers Issuer or the Company cannot avoid their the Issuer's or the Company's obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied withIssuer or the Company. The Issuers will Issuer or the Company shall also deliver to the Trustee an Opinion opinion of Counsel from outside independent legal counsel of recognized standing stating that the Issuers Issuer or the Company would be obligated to pay Additional Amounts as a result of a change in tax laws or amendment described above and that all conditions precedent to regulations or the redemption have been complied withapplication or interpretation of such laws or regulations. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The In addition, the Co-Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, to, but not including, to the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amountsredemption, if any, in the event the Issuers have any Co-Issuer or a Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the such Notes, any Additional Amounts with respect to the Notes (or make indemnity payments) as a result of: (i) a of any change in or an amendment to the laws law of a Relevant Taxing Jurisdiction (including any regulations, rulings or protocols regulations promulgated and treaties enacted thereunder) or in the official interpretation or administration of law or relevant position or policy of any applicable taxing authority of a Relevant Taxing Jurisdiction affecting taxation; or (ii) any Jurisdiction, if such change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or and becomes effective on or after the date on which Issue Date; provided that the Notes are issued (orIssuer determines, in its business judgment, that the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after obligation to pay such date, on Additional Amounts or after such later date), and where the Issuers indemnification payments cannot avoid such obligation be avoided by taking the use of reasonable measures available to it. Notice of any such redemption must be given not less than 30 nor more than 60 days prior to the Issuers. Notwithstanding the foregoing, date fixed for redemption pursuant to this paragraph and no later than 270 days after such Co-Issuer or Guarantor first becomes liable to pay such Additional Amounts (or indemnity payments); provided that no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers such Co-Issuer or Guarantor would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver Amounts. Prior to giving any notice of redemption of the Notes as described abovepursuant to this section, the Issuers Issuer will deliver to the Trustee Trustee: (1) an Officers’ Certificate stating that the Co-Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the redemption right of the Co-Issuers so to redeem have been complied with. The Issuers will also deliver occurred; and (2) a written tax opinion of recognized counsel in the Relevant Taxing Jurisdiction acceptable to the Trustee an Opinion of Counsel from outside counsel stating Trustee, that the Issuers would be obligated Issuer, Co-Issuer or any Guarantor, as the case may be, has or will become obliged to pay Additional Amounts as a result of a such amendment or change or amendment as described above above. Such certificate and that all conditions precedent to opinion will be made available for inspection by the redemption have been complied withHolders. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The In addition, the Co-Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, to, but not includingexcluding, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Redemption Date) and Additional Amounts, if any, in the event the Issuers have any Co-Issuer or a Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes (or make indemnity payments) as a result of: (i) a of any change in or an amendment to the laws law of a Relevant Taxing Jurisdiction (including any regulations, rulings or protocols regulations promulgated and treaties enacted thereunder) or in the official interpretation or administration of law or relevant position or policy of any applicable taxing authority of a Relevant Taxing Jurisdiction affecting taxation; or (ii) any Jurisdiction, if such change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that becomes Relevant Taxing Jurisdiction did not become a Relevant Taxing Jurisdiction until after such datethe Issue Date, on or after such later date), and where ; provided that the Issuers obligation to pay such Additional Amounts or indemnification payments cannot avoid such obligation be avoided by taking the use of reasonable measures available to it (including, for the Issuersavoidance of doubt, the appointment of a new Paying Agent or payment through another Co-Issuer or Guarantor). Notwithstanding Notice of any such redemption must be given not less than 15 nor more than 60 days prior to the foregoing, date fixed for redemption pursuant to this paragraph and no later than 270 days after such Co-Issuer or Guarantor first becomes liable to pay such Additional Amounts (or indemnity payments); provided that no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers such Co-Issuer or Guarantor would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver Amounts. Prior to giving any notice of redemption of the Notes as described abovepursuant to this section, the Issuers Issuer will deliver to the Trustee Trustee: (1) an Officers’ Officer’s Certificate stating that the Co-Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the redemption right of the Co-Issuers so to redeem have been complied with. The Issuers will also deliver occurred; and (2) a written opinion of recognized independent tax counsel in the Relevant Taxing Jurisdiction acceptable to the Trustee an Opinion of Counsel from outside counsel stating Trustee, that the Issuers would be obligated Issuer, Co-Issuer or any Guarantor, as the case may be, has or will become obliged to pay Additional Amounts as a result of a such change or amendment as described above above. Such certificate and that all conditions precedent to opinion will be made available for inspection by the redemption have been complied withHolders. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled Securities will be subject to redeem the Notesredemption, in whole or in part, at the option of the Issuers, Company at any time in whole but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the their principal amount of the Notes being redeemed, plus together with accrued and unpaid interestinterest thereon, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Redemption Date) and Additional Amounts, if any, in the event the 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 the NotesSecurities, any Additional Amounts with respect in excess of those attributable to the Notes a withholding tax rate of 4.99c as a result of: (i) of a change in or an amendment to the laws (including any regulations, rulings regulations or protocols general rules promulgated and treaties enacted thereunder) of Mexico (or any Relevant Taxing Jurisdiction affecting taxation; or (ii) political subdivision or taxing authority thereof or therein), or any change in or amendment to, or the introduction of, to any official position regarding the application, administration or interpretation of such laws, regulationsregulations or general rules, rulings, protocols or treaties (including a holding, judgment or order by holding of a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after June 11, 1997. The Company shall not, however, have the date on which the Notes are issued (or, in the case of right to redeem Securities from a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available Holder pursuant to this Section except to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice extent that it is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts to such Holder that are greater than the Additional Amounts that would be payable based on a Mexican Withholding Tax rate of 4.9%. In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Securities are listed or, if such Securities are not listed on a national securities exchange, by lot or by such other method as a result such Trustee in its sole discretion shall deem to be fair and appropriate: provided that no Security of a change U.S.$1,000 in principal amount or amendment described above and that all conditions precedent less shall be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A Security in principal amount equal to the redemption have been complied withunredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are Company shall be entitled to redeem the NotesSecurities in whole, at the option of the Issuers, at any time in whole but not in part, upon giving not less than 15 30 nor more than 45 60 days’ ' prior notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-first class mail to each Holder’s 's registered address (or delivered electronically if held by DTC)address, at a redemption price equal to 100% of the their principal amount of the Notes being redeemedamount, plus accrued and unpaid interest, if any, to, but not including, interest to the redemption date of redemption (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date) and including Additional AmountsAmounts payable in respect of such payment, if any, in (i) the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect Company certifies to the Notes, any Additional Amounts with respect Trustee immediately prior to the Notes giving of such notice that as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment toto the laws, regulations, general rules or treaties of any Relevant Taxing Jurisdiction, or any change in the introduction of, any application or official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols general rules or treaties (including a holding, judgment or order by a court of competent jurisdiction)treaties, which change or amendment is announced or becomes became effective on or after the date Issue Date, the Company has become or will become obligated to pay Additional Amounts with respect to the Securities in excess of the Additional Amounts that would be payable were payments of interest or discounts deemed to be interest on which the Notes are issued Securities subject to a 10% withholding tax (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after "Excessive Additional Amounts") and (ii) such date, on or after such later date), and where the Issuers obligations cannot avoid such obligation be avoided by the Company taking reasonable measures available to the Issuers. Notwithstanding the foregoingit; provided, however, that (a) no such notice of redemption will be given (x) earlier than 90 60 days prior to the earliest date on which the Issuers Company would be obliged obligated to make pay such payment of Excessive Additional Amounts and (yb) unless at the time such notice is given, such the Company's obligation to pay such Additional Amounts (including any Excessive Additional Amounts) remains in effect. (b) Before the Issuers publish or mail or deliver . Prior to giving of any notice of redemption of the Notes as described abovein this paragraph, the Issuers Company will deliver to the Trustee an Officers’ ' Certificate stating that the Issuers cannot avoid their obligation Company is entitled to pay Additional Amounts by taking effect such redemption in accordance with the terms set forth in this Security and setting forth in reasonable measures available to them and that all conditions precedent to detail a statement of the redemption have been complied with. The Issuers will also deliver to the Trustee an facts relating thereto (together with a written Opinion of Counsel from outside counsel stating to the effect that the Issuers would be Company has become obligated to pay such Excessive Additional Amounts as a result of a change or amendment described above and that the Company cannot avoid payment of such Excessive Additional Amounts by taking reasonable measures available to it and that all conditions precedent governmental approvals necessary for the Company to the effect such redemption have been complied withobtained and are in full force and effect or specifying any such necessary approvals that as of the date of such opinion have not been obtained). (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to 2020 Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemed2020 Notes, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the applicable redemption date of redemption (subject to the right of Holders the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) ), and all Additional Amounts, if any, in the event the Issuers have then due and which shall become or would become obligated to pay, due on the next applicable redemption date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) of the redemption or otherwise if, as a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) result of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or the introduction of, any official position regarding the application, administration or written interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is publicly announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that becomes Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after such datethe Issue Date, on or after such later date), and where the Issuers are, or on the next Interest Payment Date in respect of the 2020 Notes would be, required to pay any Additional Amounts, and such obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuers (including, for the avoidance of doubt, the appointment of a new paying agent). Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of . Prior to any redemption of 2020 Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will shall deliver to the Trustee (i) an Officers’ Certificate stating that the Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the right of redemption have been complied with. The Issuers will also deliver occurred and (ii) an opinion of independent tax counsel reasonably acceptable to the Trustee an Opinion of Counsel from outside counsel stating to the effect that a Change in Tax Law has occurred that would entitle the Issuers would be obligated to pay Additional Amounts redeem the 2020 Notes. The Trustee will accept such Officers’ Certificate and opinion as a result sufficient evidence of a change or amendment described above and that all the satisfaction of the conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction described above, without further inquiry, in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or thereinevent it will be conclusive and binding on the holders.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to Company may redeem the Notes, at the option of the Issuers, at any time in whole but not in part, at its discretion at any time upon giving not less than 15 30 nor more than 45 60 days’ notice (' notice, which notice shall will be irrevocable) to the Holders (irrevocable and given in accordance with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)Section 12.02 hereof, at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus together with accrued and unpaid interestinterest to the date fixed by the Company for redemption, a "Tax Redemption Date," and all Additional Amounts, if any, tothen due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, but not includingand in the case of certificated Notes, the date of redemption (subject to the right of Holders of record 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 the event the Issuers have become or would become obligated to payrespect thereof, if, on the next date on which any amount would be payable with in respect to of the Notes, the Company or any Subsidiary Guarantor has or would be required to pay Additional Amounts with respect to Amounts, and the Notes Company and the relevant Subsidiary Guarantor cannot avoid any such payment obligation by taking reasonable measures available, as a result of: (i1) a any change in in, or an amendment to to, the laws (including or treaties, or any regulationsregulations or rulings promulgated thereunder, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant the relevant Taxing Jurisdiction affecting taxationtaxation 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 Taxing Jurisdiction has changed since the date of this Indenture, the date on which the then current Taxing Jurisdiction became the applicable Taxing Jurisdiction under this Indenture; or (ii2) any change in in, or amendment to, the existing official position or the introduction of, any of an official position regarding the application, administration or interpretation of such laws, regulations50 treaties, regulations or rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction)jurisdiction or a change in published practice, which change change, amendment, application or amendment is interpretation has not been publicly announced or as formally proposed before, and becomes effective on or after after, the date of this Indenture, or, if the relevant Taxing Jurisdiction has changed since the date of this Indenture, the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant then current Taxing Jurisdiction after such date, on or after such later date), and where became the Issuers canapplicable Taxing Jurisdiction under this Indenture. The Company will not avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no give any such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers Company would be obliged obligated to make such payment or withholding if a payment in respect of Additional Amounts and (y) unless at the time such notice is givenNotes were then due. Prior to the publication or, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver where relevant, mailing of any notice of redemption of the Notes as described abovepursuant to the foregoing, the Issuers Company will deliver to the Trustee an Officers’ Certificate stating Opinion of Counsel, the choice of such counsel to be subject to the prior written approval of the Trustee, such approval not to be unreasonably withheld, to the effect that the Issuers Company or the relevant Subsidiary Guarantor cannot avoid their any obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have there has been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a such change or amendment described above and that all conditions precedent which would entitle the Company to redeem the redemption have been complied withNotes hereunder. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the applicable redemption date of redemption (subject to the right of Holders the holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) ), and all Additional Amounts, if any, then due and which shall become due on the applicable redemption date as a result of the redemption or otherwise if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or the official written interpretation of such laws, which change or amendment is publicly announced and becomes effective after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date) (each of the foregoing changes or amendments, a “Change in the event Tax Law”), the Issuers have become are, or would become obligated to pay, on the next interest payment date in respect of the Notes would be, required to pay any Additional Amounts or if, after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on which a date after the Issue Date, after such later date), any amount would be payable action is taken by a taxing authority of, or any action has been brought in a court of competent jurisdiction in, a Relevant Taxing Jurisdiction or any taxing authority thereof or therein, including any of those actions that constitutes a Change in Tax Law, whether or not such action was taken or brought with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment toIssuers, or the introduction ofthere is any change, any official position regarding the applicationamendment, administration clarification, application or interpretation of such laws, regulations, treaties or rulings, protocols which in any such case, will result in a material probability that the Issuers will be required to pay Additional Amounts with respect to the Notes (each such action, change, amendment, clarification, application or treaties interpretation, a “Tax Action”) (including a holding, judgment or order by a court it being understood that such material probability will be deemed to result if the written opinion of competent jurisdictionindependent tax counsel described in clause (b)(ii) below to such effect is delivered to the Second Lien Trustee), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (orand, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after each case, such date, on or after such later date), and where the Issuers obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuers (including, for the avoidance of doubt, the appointment of a new paying agent). Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law or Tax Action will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law or Tax Action and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of . Prior to any redemption of Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will shall deliver to the Second Lien Trustee (i) an Officers’ Certificate stating that the Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the right of redemption have been complied with. The Issuers will also deliver occurred and (ii) an opinion of independent tax counsel reasonably acceptable to the Second Lien Trustee an Opinion of Counsel from outside counsel stating to the effect that the Issuers would be obligated are entitled to pay Additional Amounts redeem the Notes as a result of a change Change in Tax Law or amendment described above a Tax Action. The Second Lien Trustee will accept such Officers’ Certificate and that all opinion as sufficient evidence of the satisfaction of the conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction described above, without further inquiry, in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or thereinevent it will be conclusive and binding on the holders.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 30 nor more than 45 60 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus accrued and unpaid interest, if any, to, but not including, to the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and any Additional Amounts, if anyAmounts to the date of redemption, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, protocols or rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols treaties or treaties rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (orJanuary 26, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), 2017 and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change in tax laws or amendment described above regulations or a new application or interpretation of such laws or regulations and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 30 nor more than 45 60 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus accrued and unpaid interest, if any, to, but not including, to the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail or electronically to each Holder’s registered physical or electronic mailing address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are Issuer, which shall include any Successor Company (as such term is defined in Section 5.01(a)(i) of the Indenture) shall be entitled to redeem the NotesSecurities, at the option of the Issuersits option, at any time in as a whole but not in part, upon not less than 15 30 nor more than 45 60 days’ ' notice (which notice shall be irrevocable) to given as provided in Article 3 of the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)Indenture, at a redemption price an amount equal to 100% of the principal amount of the Notes being redeemedthereof, plus accrued and unpaid interestinterest (if any) and liquidated damages, if any, to, but not including, to the date of redemption fixed for such payment (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if anyinterest payment date), in the event the Issuers have Issuer has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the NotesSecurities, any Additional Amounts with respect to the Notes as a result of: : (i1) a change in or an amendment to the laws (including any regulations, rulings regulations or protocols ruling promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (iix) the Cayman Islands, (y) any change jurisdiction, other than the United States, from or through which payment on the Securities is made or (z) any other jurisdiction, other than the United States, in which the Issuer or amendment to, a Successor Company is organized (or the introduction of, any official position regarding the application, administration political subdivision or interpretation of such laws, regulations, rulings, protocols taxing authority thereof or treaties (including a holding, judgment or order by a court of competent jurisdictiontherein), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued Closing Date (orand, in the case of a Successor Company, becomes effective after the date of that entity's assumption of the Issuer's obligations under the Securities); or (2) any change in or amendment to any official position regarding the application or interpretation of such laws, regulations or rulings, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction that (or such political subdivision or taxing authority) is a party, which change or amendment is announced or becomes a Relevant Taxing Jurisdiction after such date, effective on or after such later date)the Closing Date; and, in the case of clauses (1) and where (2) above, the Issuers Issuer or the Successor Company, if applicable, cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effectit. (b) Before Prior to the Issuers publish or mail or deliver notice of redemption of given in accordance with the Notes as described aboveforegoing paragraph 6(a), the Issuers will Issuer or the Successor Company, if applicable, shall deliver to the Trustee an Officers’ Certificate stating officers' certificate to the effect that the Issuers Issuer or the Successor Company, if applicable, cannot avoid their its obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied withit. The Issuers will Issuer or the Successor Company, if applicable, shall also deliver to the Trustee an Opinion opinion of Counsel from outside independent legal counsel of recognized standing stating that the Issuers Issuer or the Successor Company, if applicable, would be obligated to pay Additional Amounts as a result of a change in tax laws or amendment described above and that all conditions precedent to regulations or the redemption have been complied withapplication or interpretation of such laws or regulations. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to Issuer may redeem the Notes, at the option of the Issuers, at any time in whole but not in part, at its discretion at any time upon giving not less than 15 30 nor more than 45 60 days’ prior written notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)holders, at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemedthereof, plus together with accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) redemption date and all Additional Amounts, if any, in the event the Issuers have become or which otherwise would become obligated to paybe payable, if on the next date on which any amount would be payable with in respect to of the Notes, the Issuer would be required to pay Additional Amounts, and the Issuer cannot avoid any Additional Amounts with respect such payment obligation by taking reasonable measures available to the Notes it, as a result of: (iA) a any amendment to, or change in or an amendment to in, the laws or any regulations or rulings promulgated thereunder of a relevant Tax Jurisdiction which is announced and becomes effective after the date of the Offering Memorandum (including or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, any regulations, rulings amendment or protocols promulgated change that is announced and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxationbecomes effective after such later date); or (iiB) any change in or amendment to, or the introduction ofchange in, any an official position interpretation or application regarding the application, administration or interpretation of such laws, regulations, regulations or rulings, protocols or treaties (including by virtue of a holding, judgment or order by a court of competent jurisdiction), jurisdiction which change or amendment is announced or and becomes effective on or after the date on which of the Notes are issued Offering Memorandum (or, in if the case applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such datethe Offering Memorandum, on or after such later date), and where the Issuers can. The Issuer will not avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no give any such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers Issuer would be obliged obligated to make such payment or withholding if a payment in respect of Additional Amounts and (y) unless the Notes were then due, and, at the time such notice is given, such the obligation to pay such Additional Amounts remains must remain in effect. (b) Before . Prior to the Issuers publish or mail or deliver publication or, where relevant, mailing of any notice of redemption of the Notes as described abovepursuant to the foregoing, the Issuers Issuer will deliver to the Trustee (i) an Officers’ Certificate opinion of independent tax counsel, the choice of such counsel to be subject to the prior written approval of the Trustee (such approval not to be unreasonably withheld) to the effect that there has been such change or amendment which would entitle the Issuer to redeem the Notes hereunder and (ii) a certificate signed by an officer of the Issuer stating that the Issuers Issuer cannot avoid their any obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied withit. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled If: (i) as the result of any change in or any amendment to the laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (ii) as a result of any change in the official administration, application or interpretation by a court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to a series of Notes, which change or amendment becomes effective on or after the Issue Date or which change in official administration, application or interpretation shall not have been available to the public prior to the Issue Date, Newcrest Finance would be required to pay any Additional Amounts pursuant to this Indenture in respect of interest on the next succeeding Interest Payment Date and the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to Newcrest Finance, Newcrest Finance may, at its option, redeem all (but not less than all) the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 10 nor more than 45 60 days’ written notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)as provided in this Indenture, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, thereof plus accrued and unpaid interest, if any, to, but not including, interest to the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amountsfixed for redemption; provided, if anyhowever, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result ofthat: (i1) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will may be given (x) earlier than 90 60 days prior to the earliest date on which the Issuers Newcrest Finance would be obliged obligated to make pay such payment of Additional Amounts and were a payment in respect of the Notes then due; and (y2) unless at the time any such redemption notice is given, such obligation to pay such Additional Amounts remains must remain in effect. (b) Before Prior to any redemption pursuant to Section 3.02(a), Newcrest Finance shall provide the Issuers publish or mail or deliver notice Trustee with an opinion of redemption independent legal counsel of the Notes as described above, the Issuers will deliver recognized standing to the Trustee effect that Additional Amounts would be payable as specified in Section 3.02(a) and an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts cannot be avoided by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied withNewcrest Finance believes are reasonable. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the NotesNotes may be redeemed, at the option of the IssuersCompany, at any time in whole but not in part, at any time upon giving not less than 15 30 nor more than 45 days’ 60 days prior written notice to the Holders of the Notes (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus any Additional Amounts and accrued and unpaid interest, if any, to, but not including, to the date of fixed by the Company for redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment “Tax Redemption Date”) and Additional Amountsif, if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a any change in in, or an amendment to to, the laws or treaties (including or any regulations, regulations or rulings or protocols promulgated and treaties enacted thereunder) of any a Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any existing official position regarding the application, administration application or interpretation of such laws, regulationstreaties, rulings, protocols regulations or treaties rulings (including a holding, judgment or order by a court of competent jurisdiction), which change change, amendment, application or amendment interpretation is announced or becomes effective on or after the date Issue Date and the Company or any Subsidiary Guarantor, as the case may be, is, or on which the next Interest Payment Date would be, required for reasons outside its control to pay any Additional Amounts with respect to any payment due or become due under the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after or this Indenture and such date, on or after such later date), and where the Issuers requirement cannot avoid such obligation be avoided by the taking of reasonable measures available to by the Issuers. Notwithstanding Company or a Subsidiary Guarantor, as determined in good faith by the foregoing, relevant Board of Directors; provided that no such notice of redemption will shall be given (x) earlier than 90 days prior to the earliest date on which the Issuers Company or a Subsidiary Guarantor, as the case may be, would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation obligated to pay such Additional Amounts remains if a payment in effectrespect of the Notes was then due. Any such redemption described in this Section 3.04 shall be consummated upon not less than 30 days nor more than 60 days prior written notice. (b) Before Prior to the Issuers publish or mail or deliver publication and mailing of any notice of redemption of the Notes as described abovepursuant to the foregoing paragraph, the Issuers will Company shall deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver opinion of an independent tax counsel reasonably acceptable to the Trustee and a copy of any judicial decision or regulatory determination, ruling, notice or letter to an Opinion of Counsel from outside counsel stating effect that the Issuers would be obligated circumstances referred to pay Additional Amounts as a result of a change or amendment described above in clauses (a)(i) and that all conditions precedent to the redemption have been complied with(a)(ii) in this Section 3.04 exist. (c) This Any Notes that are redeemed pursuant to Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein3.04 shall be cancelled.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the NotesSenior Notes will be redeemable, at the option of the IssuersCompany, at any time in as a whole but not in part, upon on not less than 15 30 nor more than 45 60 days’ prior notice (which notice shall be irrevocable) to the Holders (with a copy of the Senior Notes, on any date prior to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)their maturity, at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Redemption Date) and Additional Amounts, if any, in the event that the 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 the Senior Notes, any Additional Amounts with respect to the Notes as a result of: : (i) a change in or an amendment to the laws (including any regulations, regulations or rulings or protocols promulgated and treaties enacted thereunder) of a Taxing Jurisdiction, which change or amendment (A) in the case of the Company, is announced after November 9, 2010 and (B) in the case of any Relevant Taxing Jurisdiction affecting taxationsuccessor to the Company, is announced after the date such successor assumes the Company’s obligations under the Senior Notes and the Indenture; or or (ii) any change in or amendment to, or the introduction of, to any official position regarding the application, administration administration, interpretation or interpretation enforcement of such laws, regulations, rulings, protocols regulations or treaties rulings (including a holding, judgment or order holding by a court of a competent jurisdiction)jurisdiction or by a taxing authority) of a Taxing Jurisdiction, which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, A) in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction the Company, is announced after November 9, 2010 and (B) in the case of any successor to the Company, is announced after the date such datesuccessor assumes the Company’s obligations under the Senior Notes and the Indenture, on or after such later date)and, and where in each case, the Issuers Company cannot avoid such obligation by taking reasonable measures available to it. Installments of interest on the Issuers. Notwithstanding Senior Notes for which the foregoing, no such notice of redemption will Redemption Date is after a Regular Record Date and on or before the following Interest Payment Date shall be given (x) earlier than 90 days prior payable to the earliest date on which the Issuers would be obliged to make Holders of such payment of Additional Amounts and (y) unless Senior Notes registered as such at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) close of business on the Regular Record Date therefor. Before the Issuers publish Company publishes or mail or deliver mails any notice of redemption of the Notes as described aboveSenior Notes, the Issuers it will deliver to the Trustee an Officers’ Certificate stating to the effect that the Issuers Company cannot avoid their its obligation to pay Additional Amounts by taking reasonable measures available to them it (consistent with practices and that all conditions precedent to interpretations generally followed or in effect at the redemption have been complied with. The Issuers will also deliver to the Trustee time such measures could be taken) and an Opinion of Counsel from outside counsel stating that there is a substantial probability that the Issuers Company would be obligated to pay Additional Amounts as a result of a change in tax laws or amendment described above and that all conditions precedent to regulations or the redemption have been complied withapplication or interpretation of such laws or regulations. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to Company may redeem the Notes, at the option of the Issuers, at any time in whole but not in part, at its discretion at any time upon not less than 15 10 nor more than 45 60 days’ prior notice (which notice shall be irrevocable) to the Holders (which notice will be given in accordance with a copy to the Trusteeprocedures in Section 3.2 of the Indenture, except that it may not be conditional) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus together with accrued and unpaid interest, if any, to, but not including, to the date of fixed by the Company for redemption (the “Tax Redemption Date”) and all additional interest and 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 Notes, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) Date and additional interest and Additional Amounts, if any, in the event the Issuers have become or would become obligated to payrespect thereof), if on the next date on which any amount would be payable with in respect of the Notes or the Note Guarantees, the Company or any Guarantor, as applicable, has or would be required to the Notes, any pay Additional Amounts with respect (in the case of a Guarantor, if the payment giving rise to such requirement cannot be made by the Notes Company or another Guarantor without the obligation to pay Additional Amounts), and the Company or any Guarantor, as applicable, cannot avoid any such payment obligation by taking reasonable measures available (including the designation of a paying agent in another jurisdiction) as a result of: (i1) a any change in in, or an amendment to to, the laws or treaties (including or any regulations, or rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction the relevant Tax Authority affecting taxationtaxation which is announced and becomes effective on or after the date hereof (or, if the relevant Tax Authority has changed since the date of the Indenture, the date on which the then current Tax Authority became the applicable Tax Authority under the Indenture); or (ii2) any change in in, or amendment to, the existing official position or the introduction of, any of an official position regarding the application, administration or interpretation of such laws, regulationstreaties, rulings, protocols regulations or treaties rulings (including a holding, judgment or order by a court of competent jurisdictionjurisdiction or a change in published practice), which change or amendment is announced or and becomes effective on or after the date hereof (or, if the relevant Tax Authority has changed since the date of the Indenture, the date on which the Notes are issued (or, in then current Tax Authority became the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later dateapplicable Tax Authority under the Indenture), and where the Issuers can. The Company will not avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no give any such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers Company, or if applicable, any Guarantor, would be obliged obligated to make such payment or withholding if a payment in respect of Additional Amounts and (y) unless at the time such notice is givenNotes or any Note Guarantee were then due. Prior to the publication or, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver where relevant, mailing of any notice of redemption of the Notes as described abovepursuant to the foregoing, the Issuers Company will deliver to the Trustee (a) an Officers’ Certificate stating to the effect that the Issuers Company is entitled to effect such redemption and cannot avoid their such obligation to pay Additional Amounts by taking reasonable measures available to them it or any Guarantor and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver (b) an opinion of independent counsel reasonably acceptable to the Trustee an Opinion of Counsel from outside counsel stating to the effect that the Issuers would Company or any Guarantor, as applicable, will be obligated to pay Additional Amounts as a result of a change or amendment an event described above and that all conditions precedent to the redemption have been complied withabove. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the applicable redemption date of redemption (subject to the right of Holders the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) ), and all Additional Amounts, if any, in the event the Issuers have then due and which shall become or would become obligated to pay, due on the next applicable redemption date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) of the redemption or otherwise if, as a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) result of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or the introduction of, any official position regarding the application, administration or written interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is publicly announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that becomes Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after such datethe Issue Date, on or after such later date), and where the Issuers are, or on the next Interest Payment Date in respect of the Notes would be, required to pay any Additional Amounts, and such obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuers (including, for the avoidance of doubt, the appointment of a new paying agent). Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of . Prior to any redemption of Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will shall deliver to the Trustee (i) an Officers’ Certificate stating that the Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the right of redemption have been complied with. The Issuers will also deliver occurred and (ii) an opinion of independent tax counsel reasonably acceptable to the Trustee an Opinion of Counsel from outside counsel stating to the effect that a Change in Tax Law has occurred that would entitle the Issuers would be obligated to pay Additional Amounts redeem the Notes. The Trustee will accept such Officers’ Certificate and opinion as a result sufficient evidence of a change or amendment described above and that all the satisfaction of the conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction described above, without further inquiry, in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or thereinevent it will be conclusive and binding on the holders.

Redemption for Changes in Withholding Taxes. If, as a result of: (a1) The any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which is announced and becomes effective after the date hereof (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date); or (2) any amendment to, or change in, the official application, official interpretation, official administration or official assessing practices of the laws, regulations or rulings of any Relevant Taxing Jurisdiction which is announced and becomes effective after the date hereof (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date), an Issuer or a Guarantor would be obligated to pay, on the next date for any payment and as a result of that amendment or change, Additional Amounts or indemnification payments as described in Section 4.19 hereof with respect to the Relevant Taxing Jurisdiction, then the Issuers are entitled to may redeem all, but not less than all, of the Notes, at the option of the Issuers, at any time in whole but not in partthereafter, upon not less than 15 thirty (30) nor more than 45 sixty (60) days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)notice, at a redemption price equal to of 100% of the their principal amount of the Notes being redeemedamount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (date, subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, in the event the Issuers have become an interest payment date occurring on or would become obligated to pay, on the next date on which any amount would be payable with respect prior to the Notes, any Additional Amounts with respect redemption date. Prior to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) giving of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption described in this Section 3.01(d), an Issuer will be given (x) earlier than 90 days prior deliver to the earliest date on which Trustee a written opinion of independent legal counsel to such Issuer of recognized standing to the Issuers would be obliged to make effect that such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation Issuer or Guarantor has or will become obligated to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts indemnification payments as a result of a change change, amendment, official application, official interpretation, official administration or amendment official assessing practices described above and that all conditions precedent to the redemption have been complied withabove. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to Company may redeem the Notes, at the option of the Issuers, at any time in whole but not in parttime, upon not less than 15 30 nor more than 45 60 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)notice, in whole, but not in part, at a redemption price equal to 100% of the principal amount of the Notes being to be redeemed, plus accrued and but unpaid interestinterest thereon, if any, toto the Redemption Date, and all Additional Amounts, if any, then due or that will become due on such Redemption Date as a result of the redemption or otherwise (but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) and Additional Amounts), if any, in the event the Issuers have become Company determines that it has or would will become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any pay Additional Amounts with respect to the Notes as a result of: (i) because of a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) regulations of any a Relevant Taxing Jurisdiction affecting taxation; or (ii) any Jurisdiction, or a change in or amendment to, or the introduction of, any official position regarding the applicationadministration, administration application or interpretation of such laws, regulations, rulings, protocols or treaties thereof (including by virtue of a holding, judgment or order holding by a court of competent jurisdiction), which change or amendment in either case that is publicly announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that becomes Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after such datethe Issue Date, on or after such later date) (a “Change in Tax Law”), and where the Issuers Company, in its good faith judgment, determines that such obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersCompany. Notwithstanding the foregoing, no such Prior to giving any notice of redemption of the Notes pursuant to this Section 1109, the Company will deliver to the Trustee: (1) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of redemption have occurred; and (2) an opinion of independent tax counsel, who shall be reasonably acceptable to the Trustee, to the effect that there has been a Change in Tax Law which would otherwise require the Company to pay any Additional Amounts. The Company will be bound to redeem the Notes on the date fixed for redemption. Any notice to redeem the Notes as a result of a Change in Tax Law shall not be given (x) earlier than 90 days prior to the earliest date on which the Issuers Company would be obliged obligated to make such payment of pay Additional Amounts in respect of the Notes as a result of a Change in Tax Law and (y) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before effect or will become effective on the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied withnext payment date. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied with. (c) This Section foregoing provisions will apply mutatis mutandis to any successor to the Company and to any jurisdiction in which any successor Person to an Issuer the Company is incorporated incorporated, organized, resident or organized doing business for tax purposes or any jurisdiction from or through which such Person (or its paying agent) makes any payment under or with respect to the Notes and, in each case, any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to Issuer may redeem the Notes, at the option of the Issuers, at any time in whole but not in part, at its discretion at any time upon giving not less than 15 10 nor more than 45 60 days’ prior notice of redemption to the Holders of the Notes (which notice shall will be irrevocable) to irrevocable and given in accordance with the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTCprocedures described in Section 3.03 and Section 14.01), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus together with accrued and unpaid interest, interest to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any, to, but not including, ) then due and which will become due on the date Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of record the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) Date and Additional AmountsAmounts (if any) in respect thereof), if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with in respect to of the Notes, the Issuer is or would be required to pay Additional Amounts, and the Issuer cannot avoid any Additional Amounts with respect to the Notes such payment obligation by taking reasonable measures available, as a result of: (i) a any change in in, or an amendment to to, the laws or treaties (including or any regulations, or rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing a relevant Tax Jurisdiction affecting taxationtaxation 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 or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulationstreaties, regulations or rulings, protocols or treaties (including a holdingof that relevant current Tax Jurisdiction which, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is givenTax Jurisdiction became a Tax Jurisdiction under this Indenture, such obligation was publicly announced as formally proposed. Prior to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver publication or, where relevant, mailing of any notice of redemption of the Notes as described abovepursuant to the foregoing and in accordance with Section 3.03, the Issuers Issuer will deliver to the Trustee an Officers’ opinion of internationally recognized tax counsel, reasonably satisfactory to the Trustee, to the effect that there has been such change or amendment and otherwise in compliance with Section 14.04. In addition, before the Issuer publishes or mails notice of redemption of the Notes pursuant to the foregoing and in accordance with Section 3.03, it will deliver to the Trustee an Officer’s Certificate stating to the effect that the Issuers it cannot avoid their its obligation to pay Additional Amounts by taking reasonable measures available to them it. The Trustee will accept such Officer’s Certificate and that all 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 the redemption have been complied with. The Issuers conform to, such directive will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would not be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied withfor such purposes. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, interest to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. The 2025 Senior Notes will be redeemable (a) The Issuers are entitled to redeem the Notesa “Tax Redemption”), at the option of the IssuersCompany, at any time in as a whole but not in part, upon on not less than 15 30 nor more than 45 60 days’ prior notice (which notice shall be irrevocable) to the Holders (with a copy of the 2025 Senior Notes, on any date prior to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)their maturity, at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Redemption Date) and Additional Amounts, if any, in the event that the Issuers have Company or the Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the 2025 Senior Notes, any Additional Amounts with respect to the Notes as a result of: : (i) a change in or an amendment to the laws (including any regulations, regulations or rulings or protocols promulgated and treaties enacted thereunder) of a Taxing Jurisdiction, which change or amendment (A) in the case of the Company or the Guarantor, is announced after October 29, 2015 and (B) in the case of any Relevant Taxing Jurisdiction affecting taxationsuccessor to the Company or the Guarantor, is announced after the date such successor assumes the Company’s or the Guarantor’s obligations under the 2025 Senior Notes and the Indenture; or or (ii) any change in or amendment to, or the introduction of, to any official position regarding the application, administration administration, interpretation or interpretation enforcement of such laws, regulations, rulings, protocols regulations or treaties rulings (including a holding, judgment or order holding by a court of a competent jurisdiction)jurisdiction or by a taxing authority) of a Taxing Jurisdiction, which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, A) in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction the Company or the Guarantor, is announced after October 29, 2015 and (B) in the case of any successor to the Company or the Guarantor is announced after the date such datesuccessor assumes the Company’s or the Guarantor’s obligations under the 2025 Senior Notes and the Indenture, on and, in each case, the Company or after such later date)the Guarantor, and where the Issuers as applicable, cannot avoid such obligation by taking reasonable measures available to it. Installments of interest on the Issuers. Notwithstanding 2025 Senior Notes for which the foregoing, no such notice of redemption will Redemption Date is after a Regular Record Date and on or before the following Interest Payment Date shall be given (x) earlier than 90 days prior payable to the earliest date on which the Issuers would be obliged to make Holders of such payment of Additional Amounts and (y) unless 2025 Senior Notes registered as such at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) close of business on the Regular Record Date therefor. Before the Issuers publish Company publishes or mail or deliver mails any notice of redemption of the Notes as described above2025 Senior Notes, pursuant to the Issuers preceding paragraph, it will deliver to the Trustee an Officers’ Certificate stating to the effect that the Issuers Company or the Guarantor, as applicable, cannot avoid their its obligation to pay Additional Amounts by taking reasonable measures available to them it (consistent with practices and that all conditions precedent to interpretations generally followed or in effect at the redemption have been complied with. The Issuers will also deliver to the Trustee time such measures could be taken) and an Opinion of Counsel from outside counsel stating that there is a substantial probability that the Issuers Company or the Guarantor, as applicable, would be obligated to pay Additional Amounts as a result of a change in tax laws or amendment described above and that all conditions precedent to regulations or the redemption have been complied withapplication or interpretation of such laws or regulations. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the NotesIssuer may, at the option of the Issuersits option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interestinterest thereon, if any, to, to but not includingexcluding, the date of redemption applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) ), and all Additional Amounts, if any, in the event the Issuers have then due and which shall become or would become obligated to pay, due on the next date on which any amount would be payable with respect to applicable Redemption Date as a result of the Notesredemption or otherwise, any Additional Amounts with respect to if the Notes Issuer reasonably determines in good faith that, as a result of: (i) a any change in in, or an amendment to to, the laws law or treaties (including or any regulations, regulations or rulings or protocols promulgated and treaties enacted thereunder) of any a Relevant Taxing Jurisdiction, which change or amendment is publicly announced and becomes effective after the Issue Date (or, if the Relevant Taxing Jurisdiction affecting taxationbecame a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date); or (ii) any change in in, or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulationstreaties, rulings, protocols regulations or treaties rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction)) of a Relevant Taxing Jurisdiction, which change or amendment is publicly announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that becomes Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after such datethe Issue Date, on or after such later date) (each of the foregoing in clauses (i) and (ii), a “Change in Tax Law”), the Issuer is, or on the next interest payment date in respect of the Notes would be, required to pay any Additional Amounts, and where the Issuers such obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuer (including, for the avoidance of doubt, the appointment of a new paying agent where this would be reasonable but not including assignment of the obligation to make payment with respect to the Notes). Notice shall be given in accordance with the procedures described under Section 3.03, with copies to the Trustee and the Escrow Agent. Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers Issuer would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of Prior to any redemption of Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will Issuer shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that the Issuers cannot avoid their obligation Issuer is entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the right of redemption have been complied with. The Issuers will also deliver occurred, and (ii) an opinion of independent tax counsel reasonably acceptable to the Trustee an Opinion to the effect that a Change in Tax Law has occurred that would entitle the Issuer to redeem the Notes. The Trustee shall accept such Officer’s Certificate and opinion as sufficient evidence of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result satisfaction of a change or amendment described above and that all the conditions precedent to described above, without further inquiry, in which event it will be conclusive and binding on the redemption have been complied withHolders. (c) This Section The foregoing provisions will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or thereinof the Issuer.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem At any time after all Obligations under the NotesExisting Credit Facility have been repaid in full, the Notes may be redeemed, at the option of the IssuersCompany, at any time in whole but not in part, upon giving not less than 15 30 days’ nor more than 45 60 days’ notice to the Holders (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedWithholding Tax Redemption Price if, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (ia) a any change in in, or an amendment to to, the laws (including or any regulations, regulations or rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing a Tax Jurisdiction affecting taxation; or (iib) any change in or amendment tothe existing official position, or the introduction ofstating of an official position, any official position regarding the application, administration application or interpretation of such laws, regulations, rulings, protocols regulations or treaties rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or proposed and becomes effective (1) on or after the Issue Date unless the following clause (2) applies, or (2) in the case of a successor corporation to the Company that is organized or resident for tax purposes in a jurisdiction that is not a Tax Jurisdiction as of the Issue Date, on or after the date such successor corporation became a successor to the Company, the Company or such successor corporation, as the case may be, is, or on which the next interest payment date would be, required to pay Additional Amounts with respect to any payment due or to become due under the Notes are issued or this Indenture, and such requirement cannot be avoided by the taking of reasonable measures (orincluding designating another paying agent) by the Company or such successor corporation, in as the case of a jurisdiction may be; provided that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will shall be given (x) earlier than 90 days prior to the earliest date on which the Issuers Company or such successor corporation, as the case may be, would be obliged obligated to make pay such payment of Additional Amounts and (y) unless if a payment in respect of the Notes were then due and, at the time such notice of redemption is given, such obligation to pay such Additional Amounts Amount remains in effect. (b) Before . Prior to the Issuers publish or mail or deliver publication and mailing of any notice of redemption of the Notes as described abovepursuant to the foregoing, the Issuers Company or the successor corporation, as the case may be, will deliver to the Trustee at least 30 days but not more than 60 days before the date fixed for redemption: (i) an Officers’ Officer’s Certificate stating that such change or amendment referred to in this Section 3.08 has occurred, describing the Issuers facts related thereto and stating that the Company or such successor corporation in its business judgment determines that such requirement cannot avoid their obligation to pay Additional Amounts be avoided by the Company or such successor corporation, as the case may be, by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee it; and (ii) an Opinion of Counsel from outside an independent tax counsel stating that of recognized national standing (qualified under the Issuers would be obligated to pay Additional Amounts as a result laws of the Tax Jurisdictions in respect of which a change or amendment described above in this Section 3.08 giving rise to the payment of Additional Amounts takes effect) that the requirement to pay such Additional Amounts results from such change or amendment referred to in this Section 3.08. The Trustee shall accept such Officer’s Certificate and that all Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction described above, in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or thereinevent it shall be conclusive and binding on the Holders. Any Notes that are redeemed will be canceled.

Redemption for Changes in Withholding Taxes. If, as a result of: (a) The Issuers are entitled to redeem any amendment to, or change in, the Noteslaws (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which is announced and becomes effective after the date hereof (or, at where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date); or (b) any amendment to, or change in, the option official application, official interpretation, official administration or official assessing practices of the Issuerslaws, regulations or rulings of any Relevant Taxing Jurisdiction which is announced and becomes effective after the date hereof (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date), an Issuer would be obligated to pay, on the next date for any payment and as a result of that amendment or change, Additional Amounts or indemnification payments as described in Section 4.19 with respect to the Relevant Taxing Jurisdiction, then the Issuers may redeem all, but not less than all, of the Units, at any time in whole but not in partthereafter, upon not less than 15 thirty (30) nor more than 45 sixty (60) days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)notice, at a redemption price equal to of 100% of the their principal amount of the Notes being redeemedamount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect redemption date. Prior to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) giving of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption described in this paragraph, an Issuer will be given (x) earlier than 90 days prior deliver to the earliest date on which Trustee a written opinion of independent legal counsel to such Issuer of recognized standing to the Issuers would be obliged to make effect that such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation Issuer has or will become obligated to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts indemnification payments as a result of a change change, amendment, official application, official interpretation, official administration or amendment official assessing practices described above. An Issuer will publish a notice of any optional redemption of the Units described above and that all conditions precedent in accordance with the provisions of the Indenture described in Section 3.04. No such notice of redemption may be given more than 60 days before or 365 days after the Issuer first becomes liable to the redemption have been complied withpay any Additional Amount or indemnification payments. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers Securities are entitled to redeem the Notesredeemable, at the option of the IssuersCorporation’s option, at any time in as a whole but not in part, upon not less than 15 30 days’ nor more than 45 60 days’ prior written notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTCTrustees, Paying Agents and Transfer Agents), at a redemption price equal to 100% of the its aggregate principal amount of the Notes being redeemedamount, plus any Additional Amounts and accrued and unpaid interest, if any, to, to but not including, excluding the date of redemption (subject to the right of Holders of record on the relevant a Regular Record Date to receive interest due on the relevant respective Interest Payment Date) and Additional Amounts, if any), in the event the Issuers have Corporation is, or there is more than an insubstantial risk that the Corporation has become or would will become obligated to pay, on the next date on which any amount would be payable with respect to the NotesSecurities, any Additional Amounts with respect to the Notes as a result of: (i) a an amendment of or change in or an amendment to the laws (including any regulations, rulings or protocols regulations promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, to any official position or the introduction of, any of an official position regarding the application, administration application or interpretation of such laws, regulations, rulings, protocols laws or treaties regulations (including each of (i) and (ii) a holding, judgment or order by a court of competent jurisdiction“Change in Tax Law”), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued November 20, 2017 (or, in if the case of a jurisdiction that Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after November 20, 2017, after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such . (b) The notice of redemption will referred to in Section 10.09(a) may not be given (x) earlier than 90 days prior to the earliest date on which the Issuers Corporation would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation obligated to pay such Additional Amounts remains were a payment in effectrespect of the Securities then due and payable. Any such redemption described in this Section 10.09 shall be consummated upon not less than 30 days’ nor more than 60 days’ prior written notice. (bc) Before the Issuers publish Corporation publishes or mail or deliver mails notice of redemption of the Notes Securities as described abovein this Section 10.09, the Issuers will it shall deliver to the Trustee an Officers’ Certificate stating to the effect that the Issuers cannot avoid their obligation Corporation is entitled to pay Additional Amounts by taking reasonable measures available redeem the Securities pursuant to them and the terms of this Indenture, and, upon request from the Trustee, an Opinion of Counsel to the effect that all the conditions precedent to the redemption right of the Corporation to so redeem have been complied withoccurred. The Issuers will also deliver Corporation shall, prior to or contemporaneously with the publication or mailing of any notice of redemption of any Securities as described in this Section 10.09, furnish to the Trustee an Opinion Trustees, Paying Agents and Transfer Agents a copy of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result such notice of a change or amendment described above and that all conditions precedent to the redemption have been complied withredemption. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to Issuer may redeem the Notes, at the option of the Issuers, at any time in whole but not in part, at its discretion at any time upon giving not less than 15 10 nor more than 45 60 days’ prior notice to the Holders (which notice shall be irrevocable) to irrevocable and given in accordance with the Holders (with a copy to procedures described in Section 10.2 of the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTCIndenture), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus together with accrued and unpaid interest, if any, to, but not including, to the date fixed by the Company for redemption, (the “Tax Redemption Date”), and all Additional Interest and Additional Tax 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 Notes, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date and Additional AmountsInterest and Additional Tax Amounts (if any) in respect thereof), if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with in respect to of the Notes, the Issuer has or would be required to pay Additional Tax Amounts, and the Issuer cannot avoid any Additional Amounts with respect to the Notes such payment obligation taking reasonable measures available, as a result of: (i1) a any change in in, or an amendment to to, the laws or treaties (including or any regulations, or rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction the relevant Tax Authority affecting taxationTaxation which becomes effective on or after March 15, 2007 (or, if the relevant Tax Authority has changed since March 15, 2007, the date on which the then current Tax Authority became the applicable Tax Authority under the Indenture); or (ii2) any change in in, or amendment to, the existing official position or the introduction of, any of an official position regarding the application, administration or interpretation of such laws, regulationstreaties, rulings, protocols regulations or treaties rulings (including a holding, judgment or order by a court of competent jurisdictionjurisdiction or a change in published practice), which change or amendment is announced or and becomes effective on or after March 15, 2007 (or, if the relevant Tax Authority has changed since March 15, 2007, the date on which the Notes are issued (or, in then current Tax Authority became the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later dateapplicable Tax Authority under the Indenture), and where the Issuers can. The Issuer shall not avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no give any such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers Issuer would be obliged obligated to make such payment or withholding if a payment in respect of Additional Amounts and (y) unless at the time such notice is givenNotes were then due. Prior to the publication or, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver where relevant, mailing of any notice of redemption of the Notes as described abovepursuant to the foregoing, the Issuers will Issuer shall deliver to the Trustee (a) an Officers’ Certificate stating to the effect that the Issuers Issuer cannot avoid their such obligation to pay Additional Tax Amounts by taking reasonable measures available to them it and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee (b) an Opinion of Counsel from outside counsel stating to the effect that the Issuers would Issuer will be obligated to pay Additional Tax Amounts as a result of a change or amendment an event described above and that all conditions precedent to the redemption have been complied withabove. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to Company may redeem the Notes, at the option of the Issuers, at any time in whole but not in part, at its discretion at any time upon not less than 15 10 nor more than 45 60 days’ prior notice (which notice shall be irrevocable) to the Holders (which notice will be given in accordance with a copy to the Trusteeprocedures in Section 3.2 of the Indenture, except that it may not be conditional) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus together with accrued and unpaid interest, if any, to, but not including, to the date of fixed by the Company for redemption (the “Tax Redemption Date”) and all additional interest and 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 Notes, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) Date and additional interest and Additional Amounts, if any, in the event the Issuers have become or would become obligated to payrespect thereof), if on the next date on which any amount would be payable with in respect of the Notes or the Note Guarantees, the Company or any Subsidiary Guarantor, as applicable, has or would be required to the Notes, any pay Additional Amounts with respect (in the case of a Subsidiary Guarantor, if the payment giving rise to such requirement cannot be made by the Notes Company or another Subsidiary Guarantor without the obligation to pay Additional Amounts), and the Company or any Subsidiary Guarantor, as applicable, cannot avoid any such payment obligation by taking reasonable measures available (including the designation of a Paying Agent in another jurisdiction) as a result of: (i1) a any change in in, or an amendment to to, the laws or treaties (including or any regulations, or rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction the relevant Tax Authority affecting taxationtaxation which is announced and becomes effective on or after the date of the Indenture (or, if the relevant Tax Authority has changed since the date of the Indenture, the date on which the then current Tax Authority became the applicable Tax Authority under the Indenture); or (ii2) any change in in, or amendment to, the existing official position or the introduction of, any of an official position regarding the application, administration or interpretation of such laws, regulationstreaties, rulings, protocols regulations or treaties rulings (including a holding, judgment or order by a court of competent jurisdictionjurisdiction or a change in published practice), which change or amendment is announced or and becomes effective on or after the date of the Indenture (or, if the relevant Tax Authority has changed since the date of the Indenture, the date on which the Notes are issued (or, in then current Tax Authority became the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later dateapplicable Tax Authority under the Indenture), and where the Issuers can. The Company will not avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no give any such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers Company, or if applicable, any Subsidiary Guarantor, would be obliged obligated to make such payment or withholding if a payment in respect of Additional Amounts and (y) unless at the time such notice is givenNotes or any Note Guarantee were then due. Prior to the publication or, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver where relevant, delivery of any notice of redemption of the Notes as described abovepursuant to the foregoing, the Issuers Company will deliver to the Trustee and the Common Depositary (a) an Officers’ Certificate stating to the effect that the Issuers Company is entitled to effect such redemption and cannot avoid their such obligation to pay Additional Amounts by taking reasonable measures available to them it or any Subsidiary Guarantor and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver (b) an opinion of independent counsel reasonably acceptable to the Trustee an Opinion of Counsel from outside counsel stating and the Common Depositary to the effect that the Issuers would Company or any Subsidiary Guarantor, as applicable, will be obligated to pay Additional Amounts as a result of a change or amendment an event described above and that all conditions precedent to the redemption have been complied withabove. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to Company may redeem the Notes, at the option of the Issuers, at any time in whole but not in parttime, upon not less than 15 30 nor more than 45 60 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)notice, in whole, but not in part, at a redemption price equal to 100% of the principal amount of the Notes being to be redeemed, plus accrued and but unpaid interestinterest thereon, if any, toto the Redemption Date, and all Additional Amounts, if any, then due or that will become due on such Redemption Date as a result of the redemption or otherwise (but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) and Additional Amounts), if any, in the event the Issuers have become Company determines that it has or would will become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any pay Additional Amounts with respect to the Notes as a result of: (i) because of a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) regulations of any a Relevant Taxing Jurisdiction affecting taxation; or (ii) any Jurisdiction, or a change in or amendment to, or the introduction of, any official position regarding the applicationadministration, administration application or interpretation of such laws, regulations, rulings, protocols or treaties thereof (including by virtue of a holding, judgment or order holding by a court of competent jurisdiction), which change or amendment in either case that is publicly announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that becomes Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after such datethe Issue Date, on or after such later date) (a “Change in Tax Law”), and where the Issuers Company, in its good faith judgment, determines that such obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersCompany. Notwithstanding the foregoing, no such Prior to giving any notice of redemption of the Notes pursuant to this Section 1109, the Company will deliver to the Trustee: (1) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of redemption have occurred; and (2) an opinion of independent tax counsel, who shall be reasonably acceptable to the Trustee, to the effect that there has been a Change in Tax Law which would otherwise require the Company to pay any Additional Amounts. The Company will be bound to redeem the Notes on the date fixed for redemption. Any notice to redeem the Notes as a result of a Change in Tax Law shall not be given (x) earlier than 90 days prior to the earliest date on which the Issuers Company would be obliged obligated to make such payment of pay Additional Amounts in respect of the Notes as a result of a Change in Tax Law and (y) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before effect or will become effective on the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied withnext payment date. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied with. (c) This Section foregoing provisions will apply mutatis mutandis to any successor to the Company and to any jurisdiction in which any successor Person to an Issuer the Company is incorporated incorporated, organized, resident or organized doing business for tax purposes or any jurisdiction from or through which such Person (or its paying agent) makes any payment under or with respect to the Notes and, in each case, any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 30 nor more than 45 60 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus accrued and unpaid interest, if any, to, but not including, to the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any), in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, protocols or rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols treaties or treaties rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), this Ninth Supplemental Indenture and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change in tax laws or amendment described above regulations or a new application or interpretation of such laws or regulations and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer or a Guarantor is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to Company may redeem the Notes, at the option of the Issuers, at any time in whole but not in part, at its discretion at any time upon not less than 15 10 nor more than 45 60 days’ prior notice (which notice shall be irrevocable) to the Holders (which notice will be given in accordance with a copy to the Trusteeprocedures in Section 3.2 of the Indenture, except that it may not be conditional) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, plus together with accrued and unpaid interest, if any, to, but not including, to the date of fixed by the Company for redemption (the “Tax Redemption Date”) and all additional interest and 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 Notes, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) Date and additional interest and Additional AmountsAmounts (if any) in respect thereof), if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with in respect of the Notes or the Note Guarantees, the Company or any Guarantor, as applicable, has or would be required to the Notes, any pay Additional Amounts with respect (in the case of a Guarantor, if the payment giving rise to such requirement cannot be made by the Notes Company or another Guarantor without the obligation to pay Additional Amounts), and the Company or any Guarantor, as applicable, cannot avoid any such payment obligation by taking reasonable measures available (including the designation of a Paying Agent in another jurisdiction) as a result of: (i1) a any change in in, or an amendment to to, the laws or treaties (including or any regulations, or rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction the relevant Tax Authority affecting taxationtaxation which is announced and becomes effective on or after the date hereof (or, if the relevant Tax Authority has changed since the date of the Indenture, the date on which the then current Tax Authority became the applicable Tax Authority under the Indenture); or (ii2) any change in in, or amendment to, the existing official position or the introduction of, any of an official position regarding the application, administration or interpretation of such laws, regulationstreaties, rulings, protocols regulations or treaties rulings (including a holding, judgment or order by a court of competent jurisdictionjurisdiction or a change in published practice), which change or amendment is announced or and becomes effective on or after the date hereof (or, if the relevant Tax Authority has changed since the date of the Indenture, the date on which the Notes are issued (or, in then current Tax Authority became the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later dateapplicable Tax Authority under the Indenture), and where the Issuers can. The Company will not avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no give any such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers Company, or if any Note Guarantee were called, any Guarantor, would be obliged obligated to make such payment or withholding if a payment in respect of Additional Amounts and (y) unless at the time such notice is givenNotes or any Note Guarantee were then due. Prior to the publication or, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver where relevant, delivery of any notice of redemption of the Notes as described abovepursuant to the foregoing, the Issuers Company will deliver to the Trustee and the Common Depositary (a) an Officers’ Certificate stating to the effect that the Issuers Company is entitled to effect such redemption and cannot avoid their such obligation to pay Additional Amounts by taking reasonable measures available to them it and that all conditions precedent (b) an opinion of independent counsel to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating effect that the Issuers would Company or any Guarantor, as applicable, will be obligated to pay Additional Amounts as a result of a change or amendment an event described above and that all conditions precedent to the redemption have been complied withabove. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the applicable redemption date of redemption (subject to the right of Holders the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) ), and all Additional Amounts, if any, in then due and which shall become due on the event applicable redemption date as a result of the redemption or otherwise if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or the official written interpretation of such laws, which change or amendment is publicly announced and becomes effective after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date), the Issuers have become are, or would become obligated to pay, on the next Interest Payment Date in respect of the Notes would be, required to pay any Additional Amounts or if, after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date on which after the Issue Date, after such later date), any amount would be payable action is taken by a taxing authority of, or any action has been brought in a court of competent jurisdiction in, a Relevant Taxing Jurisdiction or any taxing authority thereof or therein, including any of those actions that constitutes a Change in Tax Law, whether or not such action was taken or brought with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment toIssuers, or the introduction ofthere is any change, any official position regarding the applicationamendment, administration clarification, application or interpretation of such laws, regulations, treaties or rulings, protocols which in any such case, will result in a material probability that the Issuers will be required to pay Additional Amounts with respect to the Notes (each such action, change, amendment, clarification, application or treaties interpretation, a “Tax Action”) (including a holding, judgment or order by a court it being understood that such material probability will be deemed to result if the written opinion of competent jurisdictionindependent tax counsel described in clause (b)(ii) below to such effect is delivered to the Second Lien Trustee), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (orand, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after each case, such date, on or after such later date), and where the Issuers obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuers (including, for the avoidance of doubt, the appointment of a new paying agent). Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law or Tax Action will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law or Tax Action and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of . Prior to any redemption of Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will shall deliver to the Second Lien Trustee (i) an Officers’ Certificate stating that the Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the right of redemption have been complied with. The Issuers will also deliver occurred and (ii) an opinion of independent tax counsel reasonably acceptable to the Second Lien Trustee an Opinion of Counsel from outside counsel stating to the effect that the Issuers would be obligated are entitled to pay Additional Amounts redeem the Notes as a result of a change Change in Tax Law or amendment described above a Tax Action. The Second Lien Trustee will accept such Officers’ Certificate and that all opinion as sufficient evidence of the satisfaction of the conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction described above, without further inquiry, in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or thereinevent it will be conclusive and binding on the holders.

Redemption for Changes in Withholding Taxes. If, as a result of: (a) The any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which is announced and becomes effective after the date hereof (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date); or (b) any amendment to, or change in, the official application, official interpretation, official administration or official assessing practices of the laws, regulations or rulings of any Relevant Taxing Jurisdiction which is announced and becomes effective after the date hereof (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date), an Issuer or a Guarantor would be obligated to pay, on the next date for any payment and as a result of that amendment or change, Additional Amounts or indemnification payments as described in Section 4.19 with respect to the Relevant Taxing Jurisdiction, then the Issuers are entitled to may redeem all, but not less than all, of the Notes, at the option of the Issuers, at any time in whole but not in partthereafter, upon not less than 15 thirty (30) nor more than 45 sixty (60) days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)notice, at a redemption price equal to of 100% of the their principal amount of the Notes being redeemedamount, plus accrued and unpaid interest, if any, to, to (but not including) the redemption date, the date of redemption (subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, in the event the Issuers have become an interest payment date occurring on or would become obligated to pay, on the next date on which any amount would be payable with respect prior to the Notes, any Additional Amounts with respect redemption date. Prior to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) giving of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption described in this paragraph, an Issuer will be given (x) earlier than 90 days prior deliver to the earliest date on which Trustee a written opinion of independent legal counsel to such Issuer of recognized standing to the Issuers would be obliged to make effect that such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation Issuer or Guarantor has or will become obligated to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts indemnification payments as a result of a change change, amendment, official application, official interpretation, official administration or amendment official assessing practices described above. An Issuer will issue a notice of any optional redemption of the Notes described above and that all conditions precedent to in accordance with the redemption have been complied withprovisions of the Indenture described in Section 3.04. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers Securities are entitled to redeem the Notesredeemable, at the option of the IssuersCorporation’s option, at any time in as a whole but not in part, upon not less than 15 30 days’ nor more than 45 60 days’ prior written notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTCTrustees, Paying Agents and Transfer Agents), at a redemption price equal to 100% of the its aggregate principal amount of the Notes being redeemedamount, plus any Additional Amounts and accrued and unpaid interest, if any, to, to but not including, excluding the date of redemption (subject to the right of Holders of record on the relevant a Regular Record Date to receive interest due on the relevant respective Interest Payment Date) and Additional Amounts, if any), in the event the Issuers have Corporation is, or there is more than an insubstantial risk that the Corporation has become or would will become obligated to pay, on the next date on which any amount would be payable with respect to the NotesSecurities, any Additional Amounts with respect to the Notes as a result of: (i) a an amendment of or change in or an amendment to the laws (including any regulations, rulings or protocols regulations promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, to any official position or the introduction of, any of an official position regarding the application, administration application or interpretation of such laws, regulations, rulings, protocols laws or treaties regulations (including each of (i) and (ii) a holding, judgment or order by a court of competent jurisdiction“Change in Tax Law”), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued February 28, 2019 (or, in if the case of a jurisdiction that Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after February 28, 2019, after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such . (b) The notice of redemption will referred to in Section 10.09(a) may not be given (x) earlier than 90 days prior to the earliest date on which the Issuers Corporation would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation obligated to pay such Additional Amounts remains were a payment in effectrespect of the Securities then due and payable. Any such redemption described in this Section 10.09 shall be consummated upon not less than 30 days’ nor more than 60 days’ prior written notice. (bc) Before the Issuers publish Corporation publishes or mail or deliver gives notice of redemption of the Notes Securities as described abovein this Section 10.09, the Issuers will it shall deliver to the Trustee an Officers’ Certificate stating to the effect that the Issuers cannot avoid their obligation Corporation is entitled to pay Additional Amounts by taking reasonable measures available redeem the Securities pursuant to them and the terms of this Indenture, and, upon request from the Trustee, an Opinion of Counsel to the effect that all the conditions precedent to the redemption right of the Corporation to so redeem have been complied withoccurred. The Issuers will also deliver Corporation shall, prior to or contemporaneously to publishing or giving notice of redemption of any Securities as described in this Section 10.09, furnish to the Trustee an Opinion Trustees, Paying Agents and Transfer Agents a copy of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result such notice of a change or amendment described above and that all conditions precedent to the redemption have been complied withredemption. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. If, as a result of: (a) The Issuers are entitled to redeem any amendment to, or change in, the Noteslaws (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which is announced and becomes effective after the date hereof (or, at where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date); or (b) any amendment to, or change in, the option official application, official interpretation, official administration or official assessing practices of the Issuerslaws, regulations or rulings of any Relevant Taxing Jurisdiction which is announced and becomes effective after the date hereof (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date), an Issuer would be obligated to pay, on the next date for any payment and as a result of that amendment or change, Additional Amounts or indemnification payments as described in Section 4.19 with respect to the Relevant Taxing Jurisdiction, then the Issuers may redeem all, but not less than all, of the Units, at any time in whole but not in partthereafter, upon not less than 15 thirty (30) nor more than 45 sixty (60) days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)notice, at a redemption price equal to of 100% of the their principal amount of the Notes being redeemedamount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect redemption date. Prior to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) giving of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption described in this paragraph, an Issuer will be given (x) earlier than 90 days prior deliver to the earliest date on which Trustee a written opinion of independent legal counsel to such Issuer of recognized standing to the Issuers would be obliged to make effect that such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation Issuer has or will become obligated to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts indemnification payments as a result of a change change, amendment, official application, official interpretation, official administration or amendment official assessing practices described above. An Issuer will publish a notice of any optional redemption of the Units described above and that all conditions precedent in accordance with the provisions of the Indenture described in Section 3.04. No such notice of redemption may be given more than 60 days before or 365 days after the Issuer first becomes liable to the redemption have been complied with. (c) This Section will apply mutatis mutandis to pay any jurisdiction in which any successor Person to an Issuer is incorporated Additional Amount or organized or any political subdivision or taxing authority or agency thereof or therein.indemnification payments..

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled If: (i) as the result of any change in or any amendment to redeem the Noteslaws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or (ii) as a result of any change in the official administration, application or interpretation by a court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings either generally or in relation to the Notes or the Notes of a series, which change or amendment becomes effective on or after the Issue Date or which change in official administration, application or interpretation shall not have been available to the public prior to the Issue Date, Newcrest Finance would be required to pay any Additional Amounts with respect to the Notes of a series pursuant to this Indenture in respect of interest on the next succeeding Interest Payment Date and the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to Newcrest Finance, Newcrest Finance may, at the option of the Issuersits option, at any time in whole redeem all (but not in partless than all) the Notes of such series, upon not less than 15 10 nor more than 45 60 days’ written notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC)as provided in this Indenture, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, thereof plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amountsfixed for redemption; provided, if anyhowever, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result ofthat: (i1) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will may be given (x) earlier than 90 60 days prior to the earliest date on which the Issuers Newcrest Finance would be obliged obligated to make pay such payment of Additional Amounts and were a payment in respect of the Notes of such series then due; and (y2) unless at the time any such redemption notice is given, such obligation to pay such Additional Amounts remains must remain in effect. (b) Before Prior to any redemption pursuant to Section 3.02(a), Newcrest Finance shall provide the Issuers publish or mail or deliver notice Trustee with an opinion of redemption independent legal counsel of the Notes as described above, the Issuers will deliver recognized standing to the Trustee effect that Additional Amounts would be payable as specified in Section 3.02(a) and an Officers’ Officer’s Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts cannot be avoided by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied withNewcrest Finance believes are reasonable. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to 2025 Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemed2025 Notes, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the applicable redemption date of redemption (subject to the right of Holders the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) ), and all Additional Amounts, if any, in the event the Issuers have then due and which shall become or would become obligated to pay, due on the next applicable redemption date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) of the redemption or otherwise if, as a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) result of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or the introduction of, any official position regarding the application, administration or written interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is publicly announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that becomes Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after such datethe Issue Date, on or after such later date), and where the Issuers are, or on the next Interest Payment Date in respect of the 2025 Notes would be, required to pay any Additional Amounts, and such obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuers (including, for the avoidance of doubt, the appointment of a new paying agent). Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of . Prior to any redemption of 2025 Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will shall deliver to the Trustee (i) an Officers’ Certificate stating that the Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the right of redemption have been complied with. The Issuers will also deliver occurred and (ii) an opinion of independent tax counsel reasonably acceptable to the Trustee an Opinion of Counsel from outside counsel stating to the effect that a Change in Tax Law has occurred that would entitle the Issuers would be obligated to pay Additional Amounts redeem the 2025 Notes. The Trustee will accept such Officers’ Certificate and opinion as a result sufficient evidence of a change or amendment described above and that all the satisfaction of the conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction described above, without further inquiry, in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or thereinevent it will be conclusive and binding on the holders.

Redemption for Changes in Withholding Taxes. (a) The Issuers are Company shall be entitled to redeem the NotesSecurities in whole, at the option of the Issuers, at any time in whole but not in part, upon giving not less than 15 30 nor more than 45 60 days’ prior notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-first class mail to each Holder’s registered address (or delivered electronically if held by DTC)address, at a redemption price equal to 100% of the their principal amount of the Notes being redeemedamount, plus accrued and unpaid interest, if any, to, but not including, interest to the redemption date of redemption (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date) and including Additional AmountsAmounts payable in respect of such payment, if any, in (i) the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect Company certifies to the Notes, any Additional Amounts with respect Trustee immediately prior to the Notes giving of such notice that as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment toto the laws, regulations, general rules or treaties of any Relevant Taxing Jurisdiction, or any change in the introduction of, any application or official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols general rules or treaties (including a holding, judgment or order by a court of competent jurisdiction)treaties, which change or amendment is announced or becomes became effective on or after the date Issue Date, the Company has become or will become obligated to pay Additional Amounts with respect to the Securities in excess of the Additional Amounts that would be payable were payments of interest or discounts deemed to be interest on which the Notes are issued Securities subject to a 10% withholding tax (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after “Excessive Additional Amounts”) and (ii) such date, on or after such later date), and where the Issuers obligations cannot avoid such obligation be avoided by the Company taking reasonable measures available to the Issuers. Notwithstanding the foregoingit; provided, however, that (a) no such notice of redemption will be given (x) earlier than 90 60 days prior to the earliest date on which the Issuers Company would be obliged obligated to make pay such payment of Excessive Additional Amounts and (yb) unless at the time such notice is given, such the Company’s obligation to pay such Additional Amounts (including any Excessive Additional Amounts) remains in effect. (b) Before the Issuers publish or mail or deliver . Prior to giving of any notice of redemption of the Notes as described abovein this paragraph, the Issuers Company will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation Company is entitled to pay Additional Amounts by taking effect such redemption in accordance with the terms set forth in this Security and setting forth in reasonable measures available to them and that all conditions precedent to detail a statement of the redemption have been complied with. The Issuers will also deliver to the Trustee an facts relating thereto (together with a written Opinion of Counsel from outside counsel stating to the effect that the Issuers would be Company has become obligated to pay such Excessive Additional Amounts as a result of a change or amendment described above and that the Company cannot avoid payment of such Excessive Additional Amounts by taking reasonable measures available to it and that all conditions precedent governmental approvals necessary for the Company to the effect such redemption have been complied withobtained and are in full force and effect or specifying any such necessary approvals that as of the date of such opinion have not been obtained). (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the NotesIssuer may, at the option of the Issuersits option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interestinterest thereon, if any, to, to but not includingexcluding, the date of redemption applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date) ), and all Additional Amounts, if any, in the event the Issuers have then due and which shall become or would become obligated to pay, due on the next date on which any amount would be payable with respect to applicable Redemption Date as a result of the Notesredemption or otherwise, any Additional Amounts with respect to if the Notes Issuer reasonably determines in good faith that, as a result of: (i) a any change in in, or an amendment to to, the laws law or treaties (including or any regulations, regulations or rulings or protocols promulgated and treaties enacted thereunder) of any a Relevant Taxing Jurisdiction, which change or amendment is publicly announced and becomes effective after the Issue Date (or, if the Relevant Taxing Jurisdiction affecting taxationbecame a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date); or (ii) any change in in, or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulationstreaties, rulings, protocols regulations or treaties rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction)) of a Relevant Taxing Jurisdiction, which change or amendment is publicly announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that becomes Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after such datethe Issue Date, on or after such later date) (each of the foregoing in clauses (i) and (ii), a “Change in Tax Law”), the Issuer is, or on the next interest payment date in respect of the Notes would be, required to pay any Additional Amounts, and where the Issuers such obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuer (including, for the avoidance of doubt, the appointment of a new paying agent where this would be reasonable but not including assignment of the obligation to make payment with respect to the Notes). Notice shall be given in accordance with the procedures described under Section 3.03, with copies to the Trustee. Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers Issuer would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of Prior to any redemption of Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will Issuer shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that the Issuers cannot avoid their obligation Issuer is entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the right of redemption have been complied with. The Issuers will also deliver occurred, and (ii) an opinion of independent tax counsel who is reasonably acceptable to the Trustee an Opinion to the effect that a Change in Tax Law has occurred that would entitle the Issuer to redeem the Notes. The Trustee shall accept such Officer’s Certificate and opinion as sufficient evidence of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result satisfaction of a change or amendment described above and that all the conditions precedent to described above, without further inquiry, in which event it will be conclusive and binding on the redemption have been complied withHolders. (c) This Section The foregoing provisions will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or thereinof the Issuer.

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to redeem the Notesmay, at the option of the Issuerstheir option, at any time in whole redeem all (but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocableall) to of the Holders (with a copy to the Trustee) mailed by first-class mail to Notes then outstanding, in each Holder’s registered address (or delivered electronically if held by DTC), case at a redemption price equal to 100% of the principal amount of the Notes being redeemedNotes, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the applicable redemption date of redemption (subject to the right of Holders the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) ), and all Additional Amounts, if any, in the event the Issuers have then due and which shall become or would become obligated to pay, due on the next applicable redemption date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) of the redemption or otherwise if, as a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) result of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) or a Relevant Taxing Jurisdiction, or the introduction of, any official position regarding the application, administration or written interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is publicly announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that becomes Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after such datethe Issue Date, on or after such later date), and where the Issuers are, or on the next Interest Payment Date in respect of the Notes would be, required to pay any Additional Amounts, and such obligation to pay Additional Amounts cannot avoid such obligation be avoided by taking reasonable measures available to the IssuersIssuers (including, for the avoidance of doubt, the appointment of a new paying agent). Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law will be given (xa) earlier than 90 days prior to the earliest date on which the Issuers would be obliged obligated to make such payment of pay Additional Amounts as a result of a Change in Tax Law and (yb) unless unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of . Prior to any redemption of Notes pursuant to the Notes as described abovepreceding paragraph, the Issuers will shall deliver to the Trustee (i) an Officers’ Certificate stating that the Issuers cannot avoid their obligation are entitled to pay Additional Amounts by taking reasonable measures available to them effect such redemption and setting forth a statement of facts showing that all the conditions precedent to the right of redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.occurred and

Redemption for Changes in Withholding Taxes. (a) The Issuers are entitled to Issuer may redeem the NotesSecurities, at the option of the Issuers, at any time in whole but not in part, at its discretion, on any Business Day specified by the Issuer, upon providing not less than 15 30 nor more than 45 60 days’ prior written notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemedthereof, plus together with accrued and unpaid interestinterest thereon, if any, to, but not includingexcluding, the date of redemption date, and all Additional Amounts or Additional Interest (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) that otherwise would be payable, in the event the Issuers have become or would become obligated to payif, on the next date on which any amount would be payable with in respect of the Securities, the Issuer would be required to the Notes, any pay Additional Amounts with respect or Additional Interest, and the Issuer cannot avoid any such payment obligation by taking reasonable measures available to the Notes it, as a result of: (ia) a any amendment to, or change in or an amendment to in, the laws (including or any regulations, regulations or rulings or protocols promulgated and treaties enacted thereunder) thereunder of any a Relevant Taxing Jurisdiction affecting taxationthat is officially announced and becomes effective after the Issue Date (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date); or (iib) any change in or amendment to, or the introduction ofchange in, any an official position interpretation or application regarding the application, administration or interpretation of such laws, regulations, regulations or rulings, protocols or treaties (including by virtue of a holding, judgment or order by a court of competent jurisdiction), which change or amendment jurisdiction that is officially announced or and becomes effective on or after the date on which the Notes are issued Issue Date (or, in if the case of a jurisdiction that becomes applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after such datethe Issue Date, on or after such later date), and where the Issuers can. The Issuer will not avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no give any such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers Issuer would be obliged obligated to make pay such payment of Additional Amounts or Additional Interest were a payment in respect of the Securities then due and (y) unless payable, and, at the time such notice is given, such the obligation to pay such Additional Amounts remains or Additional Interest must remain in effect. (b) Before . Prior to the Issuers publish or mail or deliver provision of any written notice of redemption of the Notes as described aboveSecurities, the Issuers Issuer will deliver to the Trustee an Officers’ Certificate stating that the Issuers Issuer cannot avoid their any obligation to pay Additional Amounts or Additional Interest by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied withit. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.