Common use of Redemption for Tax Reasons Clause in Contracts

Redemption for Tax Reasons. The Issuer may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts to, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided that (1) no notice of redemption may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay the Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and (2) at the time such notice of redemption is given the obligation to pay such Additional Amounts remains in effect. If the Issuer exercises its option to redeem the Notes, the Issuer shall deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of the Notes.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, at a redemption price equal to 100% of the Principal Amount of the Securities, plus accrued and unpaid interest (including Additional Interest Amounts or Additional Amounts, if any), to, but excluding, the Redemption Date (the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring from [Date of Indenture] onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring from [Date of Indenture] onwards in an interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Securities not less than 30 days’ nor more than 60 days’ notice and not less than 30 days’ notice (with written notice of this redemption pursuant to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts toSection 11.2, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Securities pursuant to redeem this Section 11.1 can elect to (i) convert its Securities pursuant to Article 13 or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the NotesCompany on any payment of interest or principal with respect to the Securities after such Redemption Date. Securities and portions of Securities that are to be redeemed are convertible by the Holder until 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Securities redeemed without any further action other than surrender of the redeemed Securities for payment of the Redemption Price as set out in Section 11.3. If a Holder does not elect to convert its Securities pursuant to Article 10 but wishes to elect to not have its Securities redeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Trustee Company (if the Company is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of redemption, a written Notice of Election upon Tax Redemption (the “Notice of Election”) on the back of the Relevant Taxing Jurisdiction selected by the Issuer Securities, or any other form of written notice substantially similar to the effect that a change Notice of Election, in law each case, duly completed and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled no later than the Close of Business on a Business Day at least five Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the satisfaction Close of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding Business on the holders of Business Day prior to the NotesRedemption Date.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, on not for an amount equal to 100% of the Principal Amount of the Securities, plus accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date (the "Redemption Price"), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than 60 days’ notice a de minimis amount) as a result of any amendment or change occurring after November 3, 2010 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3, 2010 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Securities not less than 30 days’ ' nor more than 60 days' notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts tothis redemption, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Securities pursuant to redeem Article 11 of the NotesIndenture can elect to (i) convert its Securities pursuant to Article 13 of the Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article 13 of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the "Notice of Election") on the back of this Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, cease to accrue on such Securities or portions thereof. Offer to Purchase By the Company upon a Fundamental Change. In the event of a Fundamental Change with respect to the Company at any time prior to December 15, 2015, the Company will be required to make an offer to purchase for cash (the "Fundamental Change Purchase Offer") all outstanding Securities at a purchase price equal to the Principal Amount plus accrued but unpaid interest, including Additional Amounts, if any (the "Fundamental Change Purchase Price"), up to, but excluding, the purchase date (the "Fundamental Change Purchase Date"). Within 30 Business Days after the occurrence of a Fundamental Change with respect to the Company, the Company shall mail to the Trustee and all Holders of the Securities at their addresses shown in the Security Register, and to beneficial owners of the Securities as may be required by applicable law, a certificate signed notice (the "Fundamental Change Notice") of the occurrence of such Fundamental Change and the Fundamental Change Purchase Offer arising as a result thereof. The Company shall be required to purchase Securities in respect of which such offer is accepted by an authorized officer stating that a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Issuer Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is entitled acting as its own Paying Agent), or to redeem a Paying Agent designated by the NotesCompany for such purpose in the Fundamental Change Purchase Notice and the Trustee, along with on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) an opinion written notice of independent tax counsel acceptance of recognized expertise the Fundamental Change Purchase Offer in the laws form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of the Relevant Taxing Jurisdiction selected by the Issuer this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the effect that a change Fundamental Change Purchase Notice, in law as described above exists each case, duly completed and signed, with appropriate signature guarantee, and (ii) an Officer’s Certificate such Securities that the Holder wishes to tender for purchase by the Company pursuant to the effect that it cannot avoid its obligation Fundamental Change Offer, duly endorsed for transfer to pay Additional Amounts the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by the Issuer taking reasonable measures available delivering to it. The Trustee and the Paying Agent shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion a written notice of counsel as sufficient evidence withdrawal in accordance with the provisions of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of the NotesIndenture.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to 100% of the principal amount Principal Amount of such Notes the Securities, plus any accrued and unpaid interest and (including Additional Amounts Amounts, if any), to, but not includingexcluding, the date fixed for redemption Redemption Date (the "Redemption Price"), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of a any amendment or change occurring from November 3, 2010 onwards in the laws or amendment to the tax lawsany regulations of Canada or any Canadian political subdivision or taxing authority, regulations or rulings of the Relevant Taxing Jurisdiction or any change occurring from November 3, 2010 onwards in official position regarding the an interpretation or application or interpretation of such tax lawslaws or regulations by any legislative body, regulations court, governmental agency, taxing authority or rulings regulatory authority (including by virtue the enactment of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” any legislation and the Issuer, in its business judgment, determines that such obligations publication of any judicial decision or regulatory or administrative determination); provided the Company cannot be avoided avoid these obligations by the use of taking reasonable measures available to it and that it delivers to the Issuer; provided Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Holders of the Securities not less than 30 days' nor more than 60 days' notice, and will give the Trustee not less than 45 days’ nor more than 60 days’ notice, of this redemption pursuant to Section 11.2, except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Securities pursuant to redeem this Section 11.1 can elect to (i) convert its Securities pursuant to Article 13 or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the NotesCompany on any payment of interest or principal with respect to the Securities after such Redemption Date. Securities and portions of Securities that are to be redeemed are convertible by the Holder until 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article 13 but wishes to elect to not have its Securities redeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Trustee Company (if the Company is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of redemption, a written Notice of Election upon Tax Redemption (the "Notice of Election") on the back of the Relevant Taxing Jurisdiction selected by the Issuer Securities, or any other form of written notice substantially similar to the effect that a change Notice of Election, in law each case, duly completed and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled no later than the Close of Business on a Business Day at least five Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the satisfaction Close of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding Business on the holders of Business Day prior to the NotesRedemption Date.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity 2015 Securities, in whole, whole but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price for an amount equal to (i) 100% of the principal amount Principal Amount of such Notes the 2015 Securities, plus any (ii) accrued and unpaid interest and (including Additional Amounts Amounts, if any), to, but not includingexcluding, the date fixed for redemption Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of a any amendment or change occurring after June 18, 2014 in the laws or amendment to the tax lawsany regulations of Canada or any Canadian political subdivision or taxing authority, regulations or rulings of the Relevant Taxing Jurisdiction or any change occurring after June 18, 2014 in official position regarding the interpretation or application of any such laws or interpretation of such tax lawsregulations by any legislative body, regulations court, governmental agency, taxing authority or rulings regulatory authority (including by virtue the enactment of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” any legislation and the Issuer, in its business judgment, determines that such obligations publication of any judicial decision or regulatory or administrative determination); provided the Company cannot be avoided avoid these obligations by the use of taking reasonable measures available to it and that it delivers to the Issuer; provided Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) days’ nor more than sixty (60) days’ notice of redemption, except that (1i) no the Company will not give notice of redemption may be given earlier than 90 sixty (60) days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option 2015 Securities pursuant to redeem Article XIII of the NotesIndenture can elect to (i) convert its 2015 Securities pursuant to Article XVI of the Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture but wishes to elect to not have its 2015 Securities redeemed, such Holder must deliver to the Trustee Company (if the Company is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of redemption, a written Notice of Election (the Relevant Taxing Jurisdiction selected by “Notice of Election”) on the Issuer back of this 2015 Security, or any other form of written notice substantially similar to the effect that a change Notice of Election, in law each case, duly completed and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled no later than the close of business on a Business Day at least five (5) Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the satisfaction close of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding business on the holders Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the NotesRedemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Interest Securities, in whole, whole but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price for an amount equal to (i) 100% of the principal amount Principal Amount of such Notes the Interest Securities, plus any (ii) accrued and unpaid interest and (including Additional Amounts Amounts, if any), to, but not includingexcluding, the date fixed for redemption Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of a any amendment or change occurring after June 18, 2014 in the laws or amendment to the tax lawsany regulations of Canada or any Canadian political subdivision or taxing authority, regulations or rulings of the Relevant Taxing Jurisdiction or any change occurring after June 18, 2014 in official position regarding the interpretation or application of any such laws or interpretation of such tax lawsregulations by any legislative body, regulations court, governmental agency, taxing authority or rulings regulatory authority (including by virtue the enactment of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” any legislation and the Issuer, in its business judgment, determines that such obligations publication of any judicial decision or regulatory or administrative determination); provided the Company cannot be avoided avoid these obligations by the use of taking reasonable measures available to it and that it delivers to the Issuer; provided Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Interest Securities not less than thirty (30) days’ nor more than sixty (60) days’ notice of redemption, except that (1i) no the Company will not give notice of redemption may be given earlier than 90 sixty (60) days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Interest Securities pursuant to redeem Article XIII of the NotesIndenture can elect to not have its Interest Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the Interest Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Interest Securities redeemed without any further action. If a Holder wishes to elect to not have its Interest Securities redeemed, such Holder must deliver to the Trustee Company (if the Company is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of redemption, a written Notice of Election (the Relevant Taxing Jurisdiction selected by “Notice of Election”) on the Issuer back of this Interest Security, or any other form of written notice substantially similar to the effect that a change Notice of Election, in law each case, duly completed and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled no later than the close of business on a Business Day at least five (5) Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the satisfaction close of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding business on the holders Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all Interest Securities (or portions thereof) to be redeemed on the NotesRedemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such Interest Securities or portions thereof.

Redemption for Tax Reasons. The Issuer may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts to, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above below under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided that (1) no notice of redemption may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay the Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and (2) at the time such notice of redemption is given the obligation to pay such Additional Amounts remains in effect. If the Issuer exercises its option to redeem the Notes, the Issuer shall will deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall paying agents will accept and shall will be entitled to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall will be conclusive and binding on the holders of the Notes.

Redemption for Tax Reasons. The Issuer may may, at its option, offer to redeem the Notes prior to maturity Notes, in whole, whole but not in partpart (except in respect of certain Excluded Holders), on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price (the “Tax Redemption Price”) payable in cash and equal to 100% of the principal amount of such the Notes plus any accrued interest and unpaid interest, including Additional Amounts Interest, if any, to, but not excluding, the Tax Redemption Date, and including, for the date fixed for redemption avoidance of doubt, any Additional Amounts with respect to such Tax Redemption Price, if the Issuer has, or on the next Interest Payment Date would, become obligated to pay to the Holders Additional Amounts (that are more than a de minimis amount) as a result of a any change in or amendment to occurring on or after the tax laws, Issue Date in the laws or any rules or regulations or rulings of the a Relevant Taxing Jurisdiction or any change or amendment on or after the Issue Date in official position regarding an interpretation, administration or application of such laws, rules or regulations by any legislative body, court, governmental agency, taxing authority or regulatory or administrative authority of such Relevant Taxing Jurisdiction (including the application enactment of any legislation and the formal announcement or publication of any judicial decision or regulatory or administrative interpretation or determination but excluding the publication of guidance by the Irish Revenue Commissioners relating to their interpretation of Section 110 of the Irish Taxes Consolidation Xxx 0000 which was under discussion at December 31, 2011) (a “Change in Tax Law” and such tax lawsredemption, regulations or rulings a “Tax Redemption”); provided, that the Issuer may only elect a Tax Redemption if (including x) the Issuer cannot avoid these obligations by virtue taking commercially reasonable measures available to it and (y) the Issuer delivers to the Holders an opinion of a holding by a court outside legal counsel of competent jurisdiction recognized standing in the Relevant Taxing Jurisdiction)Jurisdiction and an Officer’s Certificate attesting to such Change in Tax Law and obligation to pay Additional Amounts; provided further, which change that if the Redemption Date occurs after a Regular Record Date and on or amendment becomes effective after prior to the issuance corresponding Interest Payment Date, the interest, including Additional Interest, if any, payable in respect of such Notes (orInterest Payment Date shall be payable to the Holders of record at the Close of Business on the corresponding Regular Record Date, if and the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after Redemption Price payable to the issuance Holder whose Note is redeemed will be equal to 100% of the principal amount of such NotesNote, after including, for the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction)avoidance of doubt, the Issuer becomes or will become obligated to pay any Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided that (1) no notice of redemption may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay the Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and (2) at the time such notice of redemption is given the obligation to pay such Additional Amounts remains in effect. If the Issuer exercises its option to redeem the Notes, the Issuer shall deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of the NotesRedemption Price.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, on not at a Redemption Price equal to 100% of the principal amount thereof together with accrued and unpaid interest, if any, to, but excluding the redemption date if the Company has become or would become obligated to pay to the Holders any Additional Amounts (which are more than 60 days’ notice a DE MINIMIS amount) as a result of any amendment or change occurring after February 27, 2003 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after February 27, 2003 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative policies or practices); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct or withhold from such Redemption Price any amounts on account of, or in respect of, any Canadian withholding taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Holders of the Securities not less than 30 days’ Business Days' nor more than 60 Business Days' notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts tothis redemption, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided except that (1i) no the Company will not give notice of redemption may be given earlier than 90 days 60 Business Days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, no later than the Issuer exercises close of business on the Business Day prior to the redemption date, each Holder who does not wish to have the Company redeem its option Securities can elect to redeem convert its Securities or not have its Securities redeemed, provided that no Additional Amounts will be payable by the NotesCompany on any payment of interest or principal with respect to its Securities after such redemption date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no election is made, the Issuer shall Holder will have its Securities redeemed without any further action. The holder must deliver to the Trustee Company (if it is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of the Relevant Taxing Jurisdiction selected redemption a written Notice of Election so as to be received by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion no later than the close of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding business on the holders Business Day prior to the redemption date. A Holder may withdraw any Notice of Election by delivering to the NotesPaying Agent a written notice of withdrawal prior to the close of business on the Business Day prior to the redemption date.

Redemption for Tax Reasons. The Issuer may redeem Except as otherwise specified pursuant to Section 301 for the Notes prior to maturity in wholeSecurities of any series, but not in partif, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts to, but not including, the date fixed for redemption if as a result of a any change in or any amendment to the tax laws, regulations or published tax rulings of the Relevant Applicable Taxing Jurisdiction affecting taxation, or any change in the official position regarding the administration, application or interpretation of such tax laws, regulations or published tax rulings (including by virtue either generally or in relation to the Securities of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction)any series, which change or amendment becomes effective on or after the issuance original issue date of such Notes Securities or which change in official administration, application or interpretation shall not have been available to the public prior to such issue date, it is determined by the Company that (or, if a) the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated Company would be required to pay any Additional Amounts pursuant to this Indenture in respect of any payments that it may be required to make with respect to the Notes as described above under “—Payment of Additional Amounts,” such Securities and the Issuer, in its business judgment, determines that (b) such obligations obligation cannot be avoided by the use of Company or the Guarantor taking reasonable measures available to it, the IssuerCompany may, at its option, redeem all (but not less than all) of the Securities of such series upon not less than 30 nor more than 60 days' written notice as provided in this Indenture, at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid Interest to the date fixed for 83 redemption; provided provided, however, that (1x) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which we the Company would be obligated to pay the such Additional Amounts giving rise to the redemption if amounts were a payment on the applicable Notes were then due in respect of such Securities and (2y) at the time any such redemption notice of redemption is given the given, such obligation to pay such Additional Amounts remains must remain in effect. If (a) the Issuer exercises Company shall have on any date (the "Succession Date") consolidated with or merged into, or conveyed or transferred or leased its option to redeem the Notesproperties and assets as an entirety or substantially as an entirety to, the Issuer shall deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer any Successor which is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in organized under the laws of any jurisdiction other than the Relevant Taxing Jurisdiction selected United States of America, any State thereof or the District of Columbia or the jurisdiction in which the Company is organized, (b) as result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to such Securities, which change or amendment become effective on or after the Succession Date or which change in official administration, application or interpretation shall not have been available to the public prior to such Succession Date and is notified to the Company, such Successor would be required to pay any Successor Additional Amounts pursuant to the Indenture or the terms of such Securities in respect of any payments that it may be required to make with respect to such Securities and (c) such obligation cannot be avoided by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer Company or such Successor taking reasonable measures available to it, the Company or such Successor may at its option redeem all (but not less than all) of such Securities, upon not less than 30 nor more than 60 days' written notice as provided in this Indenture, at a Redemption Price equal to 100% of the principal amount thereof plus accrued Interest to the date fixed for redemption; provided however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which a Successor would be obligated to pay such Successor Additional Amounts were a payment then due in respect of such Securities, and (b) at the time any such redemption notice is given, such obligation to pay such Successor Additional Amounts must remain in effect. ARTICLE TWELVE REPAYMENT AT THE OPTION OF HOLDERS Section 1201. Applicability of Article. Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The Trustee and the Paying Agent shall accept and shall be entitled repayment of any principal amount of Securities pursuant to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 309, shall not operate as a payment, redemption or satisfaction of the conditions precedent described above Indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be canceled. Notwithstanding anything to the contrary contained in this Section 1201, in connection with any repayment of Securities, the Company may arrange for the Issuer purchase of any Securities by an agreement with one or more investment bankers or other purchasers to exercise its right purchase such Securities by paying to redeem the NotesHolders of such Securities on or 84 before the close of business on the repayment date an amount not less than the repayment price payable by the Company on repayment of such Securities, which determination and the obligation of the Company to pay the repayment price of such Securities shall be conclusive satisfied and binding on discharged to the holders of the Notes.extent such payment is so paid by such purchasers. ARTICLE THIRTEEN

Redemption for Tax Reasons. The Issuer may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice If at any time subsequent to the Trustee no less than 15 days (or such shorter period as agreed by issuance of the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts toStep-Up Notes, but not including, the date fixed for redemption if as a result of a any change in or amendment to the tax laws, regulations or rulings governmental policy having the force of law or in the Relevant Taxing Jurisdiction official interpretation or application thereof of Argentina (or of any political subdivision or taxing authority thereof or therein) or any change in official position regarding the application execution of or interpretation of amendment to, any treaty or treaties affecting taxation to which Argentina (or such tax laws, regulations political subdivision or rulings (including by virtue of taxing authority) is a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction)party, which change or amendment becomes effective after the issuance date of such the 10-Year Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction)Indenture, the Issuer becomes Company is required, or will become obligated would be required on the next succeeding interest payment date, to pay Additional Amounts with in respect to of payments on the Step-Up Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that payment of such obligations Additional Amounts cannot be avoided by the use of any reasonable measures available to the Issuer; provided Company (which shall not include any adverse modification of the terms of the 10-Year Notes Indenture or the Step-Up Notes), then the Step-Up Notes may be redeemed as a whole (but not in part), at the option of the Company, at any time upon not less than 30 nor more than 90 days’ notice given to the Holders of Step-Up Notes at any time at an amount equal to 100% of their principal amount together with accrued and unpaid interest thereon to the date fixed for redemption. In order to effect a redemption of the Step-Up Notes pursuant to the preceding paragraph, the Company shall deliver to the Trustee, at least 45 days prior to the Redemption Date, (i) a certificate signed by two directors of the Company stating that the obligation to pay such Additional Amounts cannot be avoided by the Company taking reasonable measures available to it and (1ii) no an opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change, amendment or executed or amended treaty. Such certificate, once delivered by the Company to the Trustee, will be irrevocable and upon its delivery the Company shall be obligated to make the payment or payments referred to therein. No notice of redemption may be given earlier than 90 days prior to the earliest date on which we the Company would be obligated to pay the Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and (2) at the time such notice of redemption is given the obligation to pay such Additional Amounts remains were a payment in effectrespect of the Step-Up Notes then due. If The certificate shall additionally specify the Issuer exercises its option to redeem Redemption Date and all other information necessary for the Notes, the Issuer shall deliver to publication and mailing by the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel notices of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to itsuch redemption. The Trustee and the Paying Agent shall accept and shall be entitled to rely conclusively rely upon the information so furnished by the Company in such Officer’s Certificate certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on under no duty to check the holders of the Notesaccuracy or completeness thereof.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, on not at a Redemption Price equal to 100% of the principal amount thereof together with accrued and unpaid interest, if any, to, but excluding the redemption date, if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than 60 days’ notice a DE MINIMIS amount) as a result of any amendment or change occurring after February 27, 2003 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after February 27, 2003 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative policies or practices); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian withholding taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Holders of the Securities not less than 30 days’ Business Days' nor more than 60 Business Days' notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts tothis redemption, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided except that (1i) no the Company will not give notice of redemption may be given earlier than 90 days 60 Business Days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, no later than the Issuer exercises close of business on the Business Day prior to the redemption date, each Holder who does not wish to have the Company redeem its option Securities can elect to redeem convert its Securities pursuant to Article X or to not have its Securities redeemed, provided that no Additional Amounts will be payable by the NotesCompany on any payment of interest or principal with respect to its Securities after such redemption date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no election is made, the Issuer shall Holder will have its Securities redeemed without any further action. The Holder must deliver to the Trustee Company (if it is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of redemption the written notice of election (the "NOTICE OF ELECTION") on the back of the Relevant Taxing Jurisdiction selected by the Issuer Securities, or any other form of written notice substantially similar to the effect that a change Notice of Election, in law each case, duly completed and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent no later than the close of business on the Business Day prior to the redemption date. 20 A Holder may withdraw any Notice of Election by delivering to the Paying Agent a written notice of withdrawal prior to the close of business on the Business Day prior to the redemption date. SECTION 309. PURCHASE AT THE OPTION OF HOLDERS UPON A CHANGE IN CONTROL. Upon any Change in Control (as defined below) with respect to the Company, each Holder of Securities shall accept and shall be entitled have the right, subject to conclusively rely upon such Officer’s Certificate and opinion the rights of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of Senior Indebtedness under Article XI of this Indenture, to require the Notes.Company to purchase all of such Holder's Securities, or a portion thereof which is $1,000 in principal amount or any positive integral multiple thereof, pursuant to an offer to purchase such Securities required to be made by the Company (the "CHANGE IN CONTROL OFFER"), on the date (the "CHANGE IN CONTROL PURCHASE DATE") that is 30 Business Days after the date of the Change in Control Notice (as defined below) at the Change in Control Price, plus accrued and unpaid interest, if any, to, but excluding, the Purchase Date. Within 30 Business Days after the occurrence of a Change in Control of the Company, the Company shall mail to all Holders of record of the Securities at their addresses shown in the Registrar's register, and to beneficial owners of the Securities as required by applicable law, a notice (the "CHANGE IN CONTROL NOTICE") of the occurrence of such Change in Control and making the Change in Control Offer arising as a result thereof. The Company shall deliver a copy of the Change in Control Notice to the Trustee and shall cause a copy to be published at the expense of the Company in the New York Times or the Wall Street Journal or another newspaper of national circulation. To accept the Change in Control Offer, a Holder of Securities must deliver on or before the close of business on the third Business Day immediately preceding the Purchase Date written notice to the Company (or an agent designated by the Company for such purpose) and the Trustee of the Holder's acceptance of the Change in Control Offer together with the Securities with respect to which the acceptance is being made, duly endorsed for transfer. Each Change in Control Notice shall state:

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity 2018 Securities, in whole, whole but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price for an amount equal to (i) 100% of the principal amount Principal Amount of such Notes the 2018 Securities, plus any (ii) accrued and unpaid interest and (including Additional Amounts Amounts, if any), to, but not includingexcluding, the date fixed for redemption Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2018 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of a any amendment or change occurring after November 30, 2015 in the laws or amendment to the tax lawsany regulations of Canada or any Canadian political subdivision or taxing authority, regulations or rulings of the Relevant Taxing Jurisdiction or any change occurring after November 30, 2015 in official position regarding the interpretation or application of any such laws or interpretation of such tax lawsregulations by any legislative body, regulations court, governmental agency, taxing authority or rulings regulatory authority (including by virtue the enactment of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” any legislation and the Issuer, in its business judgment, determines that such obligations publication of any judicial decision or regulatory or administrative determination); provided the Company cannot be avoided avoid these obligations by the use of taking reasonable measures available to it and that it delivers to the Issuer; provided Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2018 Securities not less than thirty (30) days’ nor more than sixty (60) days’ notice of redemption, except that (1i) no the Company will not give notice of redemption may be given earlier than 90 sixty (60) days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option 2018 Securities pursuant to redeem Article XIII of the NotesIndenture can elect to (i) convert its 2018 Securities pursuant to Article XVI of the Indenture or (ii) not have its 2018 Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2018 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its 2018 Securities redeemed without any further action. If a Holder does not elect to convert its 2018 Securities pursuant to Article XVI of the Indenture but wishes to elect to not have its 2018 Securities redeemed, such Holder must deliver to the Trustee Company (if the Company is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of redemption, a written Notice of Election (the Relevant Taxing Jurisdiction selected by “Notice of Election”) on the Issuer back of this 2018 Security, or any other form of written notice substantially similar to the effect that a change Notice of Election, in law each case, duly completed and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled no later than the close of business on a Business Day at least five (5) Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the satisfaction close of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding business on the holders Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2018 Securities (or portions thereof) to be redeemed on the NotesRedemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2018 Securities or portions thereof.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to 100% of the principal amount Principal Amount of such Notes the Securities, plus any accrued and unpaid interest and (including Additional Amounts Amounts, if any), to, but not includingexcluding, the date fixed for redemption Redemption Date (the "Redemption Price"), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of a any amendment or change occurring from March 20, 2008 onwards in the laws or amendment to the tax lawsany regulations of Canada or any Canadian political subdivision or taxing authority, regulations or rulings of the Relevant Taxing Jurisdiction or any change occurring from March 20, 2008 onwards in official position regarding the an interpretation or application or interpretation of such tax lawslaws or regulations by any legislative body, regulations court, governmental agency, taxing authority or rulings regulatory authority (including by virtue the enactment of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” any legislation and the Issuer, in its business judgment, determines that such obligations publication of any judicial decision or regulatory or administrative determination); provided the Company cannot be avoided avoid these obligations by the use of taking reasonable measures available to it and that it delivers to the Issuer; provided Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Securities not less than 30 days' nor more than 60 days' notice of this redemption pursuant to Section 8.02, except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Securities pursuant to redeem this Section 8.01 can elect to (i) convert its Securities pursuant to ARTICLE XI or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the NotesCompany on any payment of interest or principal with respect to the Securities after such Redemption Date. Securities and portions of Securities that are to be redeemed are convertible by the Holder until 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to ARTICLE XI but wishes to elect to not have its Securities redeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Trustee Company (if the Company is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of redemption, a written Notice of Election upon Tax Redemption (the "Notice of Election") on the back of the Relevant Taxing Jurisdiction selected by the Issuer Securities, or any other form of written notice substantially similar to the effect that a change Notice of Election, in law each case, duly completed and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent no later than the Close of Business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the Close of Business on the Business Day prior to the Redemption Date. This Section 8.01 shall accept and apply to the Securities in lieu of Section 1108 of the Base Indenture, which shall be entitled deemed to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence be replaced in its entirety, for purposes of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of the NotesSecurities.

Redemption for Tax Reasons. The Issuer may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice If at any time subsequent to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending issuance of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount Debt Securities of such Notes plus any accrued interest and Additional Amounts toseries, but not including, the date fixed for redemption if as a result of a any change in or amendment to the tax laws, regulations or rulings governmental policy having the force of law or in the Relevant Taxing Jurisdiction official interpretation or application thereof of Argentina (or of any political subdivision or taxing authority thereof or therein) or any change in official position regarding the application execution of or interpretation of amendment to, any treaty or treaties affecting taxation to which Argentina (or such tax laws, regulations political subdivision or rulings (including by virtue of taxing authority) is a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction)party, which change or amendment becomes effective after the issuance date of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction)Indenture, the Issuer becomes Company is required, or will become obligated would be required on the next succeeding interest payment date, to pay Additional Amounts with in respect to of payments on the Notes as described above under “—Payment Debt Securities of Additional Amounts,” such series and the Issuer, in its business judgment, determines that payment of such obligations Additional Amounts cannot be avoided by the use of any reasonable measures available to the Issuer; provided Company (which shall not include any adverse modification of the terms of the Indenture or the Debt Securities of such series), then the Debt Securities of such series may be redeemed as a whole (but not in part), at the option of the Company, at any time upon not less than 30 nor more than 90 days’ notice given to the Holders of the Debt Securities of such series at any time at an amount equal to 100% of their principal amount together with accrued and unpaid interest thereon to the date fixed for redemption. In order to effect a redemption of Debt Securities of any series pursuant to clause (a) above, the Company shall deliver to the Trustee, at least 45 days prior to the Redemption Date, (i) a certificate signed by two directors of the Company stating that the obligation to pay such Additional Amounts cannot be avoided by the Company taking reasonable measures available to it and (1ii) no an opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change, amendment or executed or amended treaty. Such certificate, once delivered by the Company to the Trustee, will be irrevocable and upon its delivery the Company shall be obligated to make the payment or payments referred to therein. No notice of redemption may be given earlier than 90 days prior to the earliest date on which we the Company would be obligated to pay the Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and (2) at the time such notice of redemption is given the obligation to pay such Additional Amounts remains were a payment in effectrespect of the Debt Securities of such series then due. If The certificate shall additionally specify the Issuer exercises its option to redeem Redemption Date and all other information necessary for the Notes, the Issuer shall deliver to publication and mailing by the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel notices of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to itsuch redemption. The Trustee and the Paying Agent shall accept and shall be entitled to rely conclusively rely upon the information so furnished by the Company in such Officer’s Certificate certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on under no duty to check the holders of the Notesaccuracy or completeness thereof.

Redemption for Tax Reasons. The Issuer Company may at any time, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes thereof, plus any accrued interest and Additional Amounts tounpaid interest, if any, to but not including, excluding the date fixed for redemption (the “Redemption Price”) if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimus amount, as determined by the Company, acting reasonably) as a result of a any amendment or change occurring after November 19, 2009 in the laws or amendment to the tax lawsany regulations of Canada or any Canadian political subdivision or taxing authority, regulations or rulings of the Relevant Taxing Jurisdiction or any change occurring after November 19, 2009 in official position regarding the interpretation or application of any such laws or interpretation of such tax lawsregulations by any legislative body, regulations court, governmental agency, taxing authority or rulings regulatory authority (including by virtue the enactment of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” any legislation and the Issuer, in its business judgment, determines that such obligations publication of any judicial decision or regulatory or administrative determination); provided the Company cannot be avoided avoid these obligations by the use of taking reasonable measures available to it and that it delivers to the Issuer; provided Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes (except in respect of certain Excluded Holders and other than Excluded Taxes). In such event, the Company will give the Trustee and the Holders of the Securities notice of this redemption in accordance with the notice requirements of Section 3.2 of the Indenture, except that (1i) no notice of redemption may be given the Company will not give Redemption Notice earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such Redemption Notice, each Holder who does not wish to have the Issuer exercises Company redeem its option Securities can elect to redeem (i) convert its Securities pursuant to Article 4 of the NotesIndenture or (ii) in respect of Section 3.5.2 not have its Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the Securities after such Redemption Date and all future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article 4 of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Trustee Company (if the Company is acting as its own Paying Agent), or the Trustee, a certificate signed by an authorized officer stating that written notice of election (the Issuer is entitled to redeem “Notice of Election”) on the Notesback of this Security, along with (i) an opinion or any other form of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer written notice substantially similar to the effect that a change Notice of Election, in law each case, duly completed and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled no later than the close of business on a Business Day at least five Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to the Trustee designated by the Company in the Redemption Notice, a written notice of withdrawal two Business Days prior to the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of the NotesRedemption Date.

Redemption for Tax Reasons. The Issuer 2020 Notes also may redeem be redeemed at the Notes prior to maturity option of the Company, in whole, whole but not in part, at a redemption price equal to 100 per cent. of the principal amount of the 2020 Notes to be redeemed, together with interest accrued and unpaid to the date fixed for redemption, at any time, on giving not less than 30 nor more than 60 days’ notice and not less than 30 days’ in accordance with Condition 11 below (which notice shall be irrevocable), if (with written notice a) the Company has or will become obligated to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and pay Additional Amounts to, but not including, the date fixed for redemption if as a result of a any change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction United States or any political subdivision or any taxing authority thereof or therein affecting taxation, or any change in or amendment to an official position regarding the application application, interpretation, administration or interpretation enforcement of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing JurisdictionUnited States), which change or amendment becomes effective on or after December 7, 2005 or (b) any action shall have been taken by any taxing authority, or any action has been brought in a court of competent jurisdiction, in the issuance United States or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above (whether or not such action was taken or brought with respect to the Company) or any change, clarification, amendment, application or interpretation of such Notes (orlaws, if regulations or rulings shall be officially proposed, in any case on or after December 7, 2005 which results in a substantial likelihood that the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or Company will become obligated be required to pay Additional Amounts with respect to on the Notes as described above under “—next Interest Payment of Additional Amounts,” and the IssuerDate; provided, in its business judgmenthowever, determines that no such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided that (1) no notice of redemption may shall be given earlier than 90 days prior to the earliest date on which we the Company would be, in the case of a redemption for the reasons specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption for the reasons specified in (b) above, obligated to pay the Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and (2) at the time such notice of redemption is given the obligation to pay such Additional Amounts remains if a payment in effectrespect of the 2020 Notes were then due. If Prior to the Issuer exercises its option publication of any notice of redemption pursuant to redeem the Notesthis paragraph, the Issuer Company shall deliver to the Trustee Fiscal Agent (i) a certificate signed by an a duly authorized officer of the Company stating that the Issuer Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent of the right of the Company so to redeem have occurred and (ii) in the Notescase of a redemption for the reasons specified in (a) or (b) above, along with (i) an a written opinion of independent tax legal counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change in law or amendment or that there is a substantial likelihood that the Company will be required to pay such Additional Amounts as described above exists and (ii) an Officer’s Certificate a result of such action or proposed change, clarification, amendment, application or interpretation, as the case may be. Such notice, once delivered by the Company to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall Fiscal Agent, will be entitled to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of the Notesirrevocable.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, at a redemption price equal to 100% of the Principal Amount of the Securities, plus accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date (the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring from May •, 2007 onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring from May •, 2007 onwards in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Securities not less than 30 days’ nor more than 60 days’ notice and not less than 30 days’ notice (with written notice of this redemption pursuant to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts toSection 13.02, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Securities pursuant to redeem this Section 13.01 can elect to (i) convert its Securities pursuant to Article XVI or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the NotesCompany on any payment of interest or principal with respect to the Securities after such Redemption Date. Securities and portions of Securities that are to be redeemed are convertible by the Holder until 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article XVI but wishes to elect to not have its Securities redeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Trustee Company (if the Company is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of redemption, a written Notice of Election upon Tax Redemption (the “Notice of Election”) on the back of the Relevant Taxing Jurisdiction selected by the Issuer Securities, or any other form of written notice substantially similar to the effect that a change Notice of Election, in law each case, duly completed and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled no later than the Close of Business on a Business Day at least five Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the satisfaction Close of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding Business on the holders of Business Day prior to the NotesRedemption Date.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Modified Securities, in whole, whole but not in part, for an amount equal to 100% of the Principal Amount of the Modified Securities, plus accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date (the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after [●], 2012 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after [●], 2012 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Modified Securities not less than 30 days’ nor more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts toredemption, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Modified Securities pursuant to redeem Article XIII of the NotesIndenture can elect to (i) convert its Modified Securities pursuant to Article XVI of the Indenture or (ii) not have its Modified Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the Modified Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Modified Securities redeemed without any further action. If a Holder does not elect to convert its Modified Securities pursuant to Article XVI of the Indenture but wishes to elect to not have its Modified Securities redeemed, such Holder must deliver to the Trustee Company (if the Company is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of redemption, a written Notice of Election (the Relevant Taxing Jurisdiction selected by “Notice of Election”) on the Issuer back of this Modified Security, or any other form of written notice substantially similar to the effect that a change Notice of Election, in law each case, duly completed and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled no later than the close of business on a Business Day at least five Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the satisfaction close of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding business on the holders Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all Modified Securities (or portions thereof) to be redeemed on the NotesRedemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, cease to accrue on such Modified Securities or portions thereof.

Redemption for Tax Reasons. The Issuer may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice If in the event the Trustee is engaged written opinion of independent counsel chosen by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal reasonably acceptable to the principal amount of such Notes plus any accrued interest and Additional Amounts to, but not includingFiscal Agent, the date fixed for redemption Issuer has or will become (or if the Guarantor is required to make payment under the Guarantee and in making payment, in the written opinion of independent counsel chosen by the Guarantor and reasonably acceptable to the Fiscal Agent, the Guarantor has or will become) obligated to pay additional amounts on the Notes as described in Condition 7 below, as a result of any of the following events which have actually occurred on or after 13 December 2001 (or, in the case of a Successor Corporation (as defined below) that is incorporated in a jurisdiction other than the United States (a "SUCCESSOR JURISDICTION"), the date such corporation became a Successor Corporation (the "SUCCESSOR CORPORATION DATE") and in the case of a successor or assign of the Guarantor incorporated in a jurisdiction other than in the United Kingdom (a "SUCCESSOR GUARANTOR JURISDICTION"), the date on which such person became a successor or assign of the Guarantor (the "SUCCESSOR GUARANTOR DATE")), (a) any change in in, or amendment to to, the tax laws, laws (or any regulations or rulings promulgated thereunder) of the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings rulings, (including b) any action taken by virtue a taxing authority of the Relevant Jurisdiction or any political subdivision thereof or therein affecting taxation, which action is generally applied or is taken with respect to the Issuer and/or the Guarantor, (c) a holding decision rendered by a court of competent jurisdiction in the Relevant Taxing Jurisdiction)Jurisdiction or any political subdivision thereof or therein, which change whether or amendment becomes effective after the issuance of not such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts decision was rendered with respect to the Notes Issuer and/or the Guarantor, (d) a private letter ruling, technical advice memorandum, or other official pronouncement issued by the national office of the revenue service of the Relevant Jurisdiction on substantially the same facts as described above under “—Payment those affecting the Issuer and/or the Guarantor or (e) any change, amendment, application, interpretation or execution of Additional Amounts,” the laws of the Relevant Jurisdiction (or any regulations or rulings promulgated thereunder) shall have become effective on or after 13 December 2001, the Successor Corporation Date or the Successor Guarantor Date, as the case may be, and the Issuer, in its business judgment, Issuer and/or Guarantor determines that such obligations obligation cannot be avoided by the use of reasonable measures then available to the IssuerIssuer and/or the Guarantor, then the Issuer may, at its option, upon not less than 30 nor more than 60 days' prior notice to the holders for the time being of the Notes, redeem the Notes in whole, but not in part, at a redemption price equal to 100% of the principal amount thereof plus accrued interest, if any, to the date fixed for redemption; provided PROVIDED that (1) no such notice of redemption may shall be given earlier than 90 days prior to the earliest date on which we the Issuer, or as the case may be, the Guarantor, would be obligated to pay the Additional Amounts giving rise such additional amounts were a payment in respect to the redemption if a payment Notes due on the applicable Notes were then due and (2) such date and, at the time such notice notification of redemption is given the given, such obligation to pay such Additional Amounts additional amounts remains in effect. If Prior to the Issuer exercises its option publication of any notice of redemption pursuant to redeem the Notesthis paragraph, the Issuer shall deliver to the Trustee Fiscal Agent (1) a certificate signed by an authorized officer stating that the Issuer is entitled to effect such redemption and that the conditions precedent to the right of the Issuer to so redeem the Notes, along with have occurred and (i2) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected chosen by the Issuer and reasonably acceptable to the Fiscal Agent to the effect that a change in law the Issuer, or as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation case may be, the Guarantor, has or will become obligated to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding additional amounts on the holders of the Notes.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, on not at a Redemption Price equal to 100% of the principal amount thereof together with accrued and unpaid interest, if any, to, but excluding, the Redemption Date, if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than 60 days’ notice a de minimis amount) as a result of any amendment or change occurring after December 2, 2003 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after December 2, 2003 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Securities not less than 30 days’ ' nor more than 60 days' notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts tothis redemption, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Securities pursuant to redeem Section 308 of the NotesIndenture can elect to (i) convert its Securities pursuant to Article Ten of the Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article Ten of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Trustee Company (if the Company is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of redemption, a written Notice of Election (the Relevant Taxing Jurisdiction selected by "NOTICE OF ELECTION") on the Issuer back of this Security, or any other form of written notice substantially similar to the effect that a change Notice of Election, in law each case, duly completed and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled no later than the Close of Business on a Business Day at least five Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the satisfaction Close of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding Business on the holders of Business Day prior to the NotesRedemption Date.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity 2018 Interest Securities, in whole, whole but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price for an amount equal to (i) 100% of the principal amount Principal Amount of such Notes the 2018 Interest Securities, plus any (ii) accrued and unpaid interest and (including Additional Amounts Amounts, if any), to, but not includingexcluding, the date fixed for redemption Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2018 Interest Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of a any amendment or change occurring after November 30, 2015 in the laws or amendment to the tax lawsany regulations of Canada or any Canadian political subdivision or taxing authority, regulations or rulings of the Relevant Taxing Jurisdiction or any change occurring after November 30, 2015 in official position regarding the interpretation or application of any such laws or interpretation of such tax lawsregulations by any legislative body, regulations court, governmental agency, taxing authority or rulings regulatory authority (including by virtue the enactment of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” any legislation and the Issuer, in its business judgment, determines that such obligations publication of any judicial decision or regulatory or administrative determination); provided the Company cannot be avoided avoid these obligations by the use of taking reasonable measures available to it and that it delivers to the Issuer; provided Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2018 Interest Securities not less than thirty (30) days’ nor more than sixty (60) days’ notice of redemption, except that (1i) no the Company will not give notice of redemption may be given earlier than 90 sixty (60) days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option 2018 Interest Securities pursuant to redeem Article XIII of the NotesIndenture can elect to not have its 2018 Interest Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2018 Interest Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its 2018 Interest Securities redeemed without any further action. If a Holder wishes to elect to not have its 2018 Interest Securities redeemed, such Holder must deliver to the Trustee Company (if the Company is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of redemption, a written Notice of Election (the Relevant Taxing Jurisdiction selected by “Notice of Election”) on the Issuer back of this 2018 Interest Security, or any other form of written notice substantially similar to the effect that a change Notice of Election, in law each case, duly completed and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled no later than the close of business on a Business Day at least five (5) Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the satisfaction close of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding business on the holders Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2018 Interest Securities (or portions thereof) to be redeemed on the NotesRedemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2018 Interest Securities or portions thereof.

Redemption for Tax Reasons. The Issuer Securities may redeem be redeemed, at the Notes prior to maturity option of the Company, in whole, whole but not in part, at any time, at a price equal to 100% of the outstanding principal amount thereof plus accrued interest, if any, to the redemption date (subject to the right of Holders of record on not more than 60 days’ notice the relevant record date to receive interest due on the relevant interest payment date) and not less than 30 days’ notice (with written notice including Additional Amounts payable in respect of such payment, if the Company determines and certifies to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) immediately prior to the sending giving of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts to, but not including, the date fixed for redemption if that as a result of a any amendment to, or change in, the laws (or any regulations or rulings promulgated thereunder) of Mexico or any political subdivision thereof or taxing authority therein, or any amendment to or change in an official interpretation or amendment to the tax application regarding such laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the rulings, which amendment, change, application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective on or after the issuance of such Notes (orJuly 15, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction)1997, the Issuer becomes Company pays, or will become would be obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” for reasons outside its control, and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of after taking reasonable measures available to it to avoid such obligation, to pay, Additional Amounts in respect of any Security pursuant to the Issuerterms and conditions thereof which exceed the Additional Amounts that would have been payable if Mexican withholding tax at a rate of 15% would be imposed on payments of interest or amounts deemed to be interest to Holders ("Excessive Additional Amounts"); provided provided, however, that (1i) no notice of such redemption may shall not be given earlier than 90 days prior to the earliest date on which we would the Company would, but for such redemption, be obligated to pay the such Excessive Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and (2ii) at the time such notice of redemption is given given, the Company's obligation to pay such Additional Amounts (including any Excessive Additional Amounts) remains in effect. If ; provided further, however, that such notice shall not be deemed effectively given if on the Issuer exercises its option to redeem date on which the Notesnotice is given, the Issuer Company no longer has an obligation to pay Excessive Additional Amounts as a result of a subsequent change in law. Prior to the publication of any notice of redemption pursuant to this Section, the Company shall deliver to the Trustee a certificate signed by (a) an authorized officer Officers' Certificate stating that the Issuer Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem the Notes, along with have occurred and (ib) an opinion of independent tax Mexican legal counsel of recognized expertise in acceptable to the laws of the Relevant Taxing Jurisdiction selected by the Issuer Trustee to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation Company has or will become obligated to pay such Excessive Additional Amounts by the Issuer taking reasonable measures available as a result of an amendment or change referred to it. The Trustee and the Paying Agent shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of the Notesin this Section.

Redemption for Tax Reasons. The Issuer Debt Securities may redeem the Notes prior to maturity be redeemed, in whole, whole but not in part, on not upon giving no fewer than 30 and no more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days Holders (or such shorter period as agreed by which notice will be irrevocable), at the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) Province’s option at a redemption price equal to 100% of the outstanding principal amount of such Notes the Debt Securities, plus accrued and unpaid interest to the redemption date and any accrued interest and Additional Amounts toAmounts, but not includingif, the date fixed for redemption if as a result of a any change in in, or amendment to to, the tax laws, laws (or any regulations or rulings promulgated thereunder) of the Argentina or any other Relevant Taxing Jurisdiction (other than the Province or any political subdivision or taxing authority thereof), or any change in the official position regarding the application application, administration or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction jurisdiction) in the Relevant Taxing Jurisdiction), which change Argentina or amendment becomes effective after the issuance of such Notes (or, if the any other Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after other than, for the issuance avoidance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction)doubt, the Issuer becomes Province or any political subdivision or taxing authority thereof, that the Province has or will become obligated to pay Additional Amounts with respect to if such change or amendment is announced and will become effective on or after the Notes as described above under “—Payment issue date of Additional Amounts,” the Debt Securities (or if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the issue date of the Debt Securities, after such later date) and the Issuer, in its business judgment, determines that such obligations obligation cannot be avoided by the use of Province taking reasonable measures available to it (including, without limitation, taking reasonable measures to change the Issuerpaying agent; provided, however, that such change shall not require the Province to incur material additional costs, or legal or regulatory burdens); provided that (1) no such notice of redemption may will be given earlier than 90 60 days prior to the earliest date on which we the Province would be obligated to pay such Additional Amounts, were a payment in respect of the Additional Amounts giving rise Debt Securities then due. Prior to the redemption if a payment on the applicable Notes were then due and (2) at the time such giving of notice of redemption is given of Debt Securities pursuant to the obligation to pay such Additional Amounts remains in effect. If the Issuer exercises its option to redeem the NotesIndenture, the Issuer shall Province will deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and (ii) an OfficerOfficial’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee and Province is or at the Paying Agent shall accept and shall time of the redemption will be entitled to conclusively rely upon effect such Officera redemption pursuant to the Indenture, and setting forth in reasonable detail the circumstances giving rise to such right of redemption. The Official’s Certificate and will be accompanied by a written opinion of recognized counsel as sufficient evidence in the relevant jurisdiction independent of the satisfaction of Province to the conditions precedent described above for the Issuer to exercise its right to redeem the Noteseffect, which determination shall be conclusive and binding on the holders of the Notes.among other things, that:

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, on not at a Redemption Price equal to 100% of the principal amount thereof together with accrued and unpaid interest, if any, to, but excluding, the Redemption Date, if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than 60 days’ notice a de minimis amount) as a result of any amendment or change occurring after December 2, 2003 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after December 2, 2003 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Securities not less than 30 days’ ' nor more than 60 days' notice (with written notice of this redemption pursuant to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts toSection 304, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Securities pursuant to redeem this Section 308 can elect to (i) convert its Securities pursuant to Article Ten or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the NotesCompany on any payment of interest or principal with respect to the Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article Ten but wishes to elect to not have its Securities redeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Trustee Company (if the Company is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of redemption, a written Notice of Election upon Tax Redemption (the "NOTICE OF ELECTION") on the back of the Relevant Taxing Jurisdiction selected by the Issuer Securities, or any other form of written notice substantially similar to the effect that a change Notice of Election, in law each case, duly completed and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept no later than the Close of Business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the Close of Business on the Business Day prior to the Redemption Date. SECTION 309. PURCHASE AT THE OPTION OF HOLDERS UPON A DESIGNATED EVENT. In the event of a Designated Event with respect to the Company, the Company will be required to make an offer to purchase for cash ("DESIGNATED EVENT PURCHASE OFFER") all outstanding Securities in positive integral multiples of $1,000 principal amount at a price equal to 100% of the principal amount of such Securities ("DESIGNATED EVENT PURCHASE PRICE") plus any accrued and unpaid interest to, but excluding, the Designated Event Purchase Date. The Company shall be entitled required to conclusively rely upon purchase Securities in respect of which such Officer’s Certificate offer is accepted by a Holder no later than 30 Business Days after a Designated Event Notice has been mailed ("DESIGNATED EVENT PURCHASE DATE"). Within 30 Business Days after the occurrence of a Designated Event with respect to the Company, the Company shall mail to the Trustee and opinion of counsel as sufficient evidence all Holders of the satisfaction Securities at their addresses shown in the register of the conditions precedent described above for the Issuer Registrar, and to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders beneficial owners of the Notes.Securities as may be required by applicable law, a notice (the "DESIGNATED EVENT NOTICE") of the occurrence of such Designated Event and the Designated Event Purchase Offer arising as a result thereof. The Company shall cause a copy of the Designated Event Notice to be published at the expense of the Company in an Authorized Newspaper. Each Designated Event Notice shall state:

Redemption for Tax Reasons. The Issuer Company may at any time, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, on not at the Redemption Price, if the Company has become or would become obligated to pay to any of the Holders Additional Amounts (which are more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period a de minimus amount, as agreed determined by the TrusteeCompany, acting reasonably) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts to, but not including, the date fixed for redemption if as a result of a any amendment or change occurring after March 30, 2005 in the laws or amendment to the tax lawsany regulations of Canada or any Canadian political subdivision or taxing authority, regulations or rulings of the Relevant Taxing Jurisdiction or any change occurring after March 30, 2005 in official position regarding the interpretation or application of any such laws or interpretation of such tax lawsregulations by any legislative body, regulations court, governmental agency, taxing authority or rulings regulatory authority (including by virtue the enactment of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” any legislation and the Issuer, in its business judgment, determines that such obligations publication of any judicial decision or regulatory or administrative determination); provided the Company cannot be avoided avoid these obligations by the use of taking reasonable measures available to it and that it delivers to the Issuer; provided Trustee an Opinion of Counsel specializing in taxation and an Officers' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Securities notice of this redemption in accordance with the notice requirements set forth in Section 3.3, except that (1i) no notice of redemption may be given the Company will not give a Redemption Notice earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If the Issuer exercises its option to redeem the NotesFor greater certainty, the Issuer shall deliver Company may elect to the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid satisfy its obligation to pay the Redemption Price pursuant to this Section 3.8, in whole or in part, by delivering Shares, as provided for, and subject to the conditions, under Section 3.6. Upon receiving such Redemption Notice, each Holder who does not wish to have the Company redeem its Securities pursuant to this Section 3.8 can elect to (i) convert its Securities pursuant to Article IV or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the Issuer taking reasonable measures available Company on any payment of interest or principal with respect to itthe Securities after such Redemption Date. The Trustee All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article IV but wishes to elect to not have its Securities redeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Redemption Notice, a written Notice of Election upon Tax Redemption (the "Notice of Election") on the back of the Securities, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent shall accept and shall be entitled no later than the close of business on a Business Day at least five Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to a Paying Agent designated by the Company in the Redemption Notice, a written notice of withdrawal prior to the satisfaction close of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding business on the holders of Business Day immediately preceding the NotesRedemption Date.

Redemption for Tax Reasons. The Issuer Company may at any time, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, on not at the Redemption Price, if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period a de minimus amount, as agreed determined by the TrusteeCompany, acting reasonably) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts to, but not including, the date fixed for redemption if as a result of a any amendment or change occurring after March 30, 2005 in the laws or amendment to the tax lawsany regulations of Canada or any Canadian political subdivision or taxing authority, regulations or rulings of the Relevant Taxing Jurisdiction or any change occurring after March 30, 2005 in official position regarding the interpretation or application of any such laws or interpretation of such tax lawsregulations by any legislative body, regulations court, governmental agency, taxing authority or rulings regulatory authority (including by virtue the enactment of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” any legislation and the Issuer, in its business judgment, determines that such obligations publication of any judicial decision or regulatory or administrative determination); provided the Company cannot be avoided avoid these obligations by the use of taking reasonable measures available to it and that it delivers to the Issuer; provided Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Securities notice of this redemption in accordance with the notice requirements of Section 3.3 of the Indenture, except that (1i) no notice of redemption may be given the Company will not give Redemption Notice earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If the Issuer exercises its option to redeem the NotesFor greater certainty, the Issuer shall deliver Company may elect to the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid satisfy its obligation to pay the Redemption Price pursuant to this Section, in whole or in part, by delivering Shares, as provided for, and subject to the conditions, under Section 3.6 of the Indenture. Upon receiving such Redemption Notice, each Holder who does not wish to have the Company redeem its Securities pursuant to Section 3.8 of the Indenture can elect to (i) convert its Securities pursuant to Article IV of the Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the Issuer taking reasonable measures available Company on any payment of interest or principal with respect to itthe Securities after such Redemption Date. The Trustee All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article IV of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written notice of election (the "Notice of Election") on the back of this Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent shall accept and shall be entitled no later than the close of business on a Business Day at least five Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the satisfaction close of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding business on the holders of Business Day prior to the NotesRedemption Date.

Redemption for Tax Reasons. The Issuer may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts to, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under ““ —Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided that (1) no notice of redemption may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay the Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and (2) at the time such notice of redemption is given the obligation to pay such Additional Amounts remains in effect. For the avoidance of doubt, the entering into effect on a future date of the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021), substantially in the form currently enacted, shall not be considered to be a change or amendment of law for purposes of this heading “ —Redemption for Tax Reasons.” If the Issuer exercises its option to redeem the Notes, the Issuer shall deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of the Notes.

Redemption for Tax Reasons. The Issuer may redeem Except as otherwise specified pursuant to Section 301 for the Notes prior to maturity in wholeSecurities of any series, but not in partif, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts to, but not including, the date fixed for redemption if as a result of a any change in or any amendment to the tax laws, regulations or published tax rulings of the Relevant Applicable Taxing Jurisdiction affecting taxation, or any change in the official position regarding the administration, application or interpretation of such tax laws, regulations or published tax rulings (including by virtue either generally or in relation to the Securities of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction)any series, which change or amendment becomes effective on or after the issuance original issue date of such Notes Securities or which change in official administration, application or interpretation shall not have been available to the public prior to such issue date, it is determined by the Company that (or, if a) the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated Company would be required to pay any Additional Amounts pursuant to this Indenture in respect of any payments that it may be required to make with respect to the Notes as described above under “—Payment of Additional Amounts,” such Securities and the Issuer, in its business judgment, determines that (b) such obligations obligation cannot be avoided by the use of Company or the Guarantor taking reasonable measures available to it, the IssuerCompany may, at its option, redeem all (but not less than all) of the Securities of such series upon not less than 30 nor more than 60 days' written notice as provided in this Indenture, at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid Interest to the date fixed for redemption; provided provided, however, that (1x) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which we the Company would be obligated to pay the such Additional Amounts giving rise to the redemption if amounts were a payment on the applicable Notes were then due in respect of such Securities and (2y) at the time any such redemption notice of redemption is given the given, such obligation to pay such Additional Amounts remains must remain in effect. If (a) the Issuer exercises Company shall have on any date (the "Succession Date") consolidated with or merged into, or conveyed or transferred or leased its option to redeem the Notesproperties and assets as an entirety or substantially as an entirety to, the Issuer shall deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer any Successor which is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in organized under the laws of any jurisdiction other than the Relevant Taxing Jurisdiction selected United States of America, any State thereof or the District of Columbia or the jurisdiction in which the Company is organized, (b) as result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to such Securities, which change or amendment become effective on or after the Succession Date or which change in official administration, application or interpretation shall not have been available to the public prior to such Succession Date and is notified to the Company, such Successor would be required to pay any Successor Additional Amounts pursuant to the Indenture or the terms of such Securities in respect of any payments that it may be required to make with respect to such Securities and (c) such obligation cannot be avoided by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer Company or such Successor taking reasonable measures available to it, the Company or such Successor may at its option redeem all (but not less than all) of such Securities, upon not less than 30 nor more than 60 days' written notice as provided in this Indenture, at a Redemption Price equal to 100% of the principal amount thereof plus accrued Interest to the date fixed for redemption; provided however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which a Successor would be obligated to pay such Successor Additional Amounts were a payment then due in respect of such Securities, and (b) at the time any such redemption notice is given, such obligation to pay such Successor Additional Amounts must remain in effect. ARTICLE TWELVE REPAYMENT AT THE OPTION OF HOLDERS Section 1201. Applicability of Article. Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The Trustee and the Paying Agent shall accept and shall be entitled repayment of any principal amount of Securities pursuant to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 309, shall not operate as a payment, redemption or satisfaction of the conditions precedent described above Indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be canceled. Notwithstanding anything to the contrary contained in this Section 1201, in connection with any repayment of Securities, the Company may arrange for the Issuer purchase of any Securities by an agreement with one or more investment bankers or other purchasers to exercise its right purchase such Securities by paying to redeem the NotesHolders of such Securities on or 84 before the close of business on the repayment date an amount not less than the repayment price payable by the Company on repayment of such Securities, which determination and the obligation of the Company to pay the repayment price of such Securities shall be conclusive satisfied and binding on discharged to the holders of the Notes.extent such payment is so paid by such purchasers. ARTICLE THIRTEEN

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to 100% of the principal amount Principal Amount of such Notes the Securities, plus any accrued and unpaid interest and (including Additional Interest Amounts or Additional Amounts, if any), to, but not includingexcluding, the date fixed for redemption Redemption Date (the "Redemption Price"), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of a any amendment or change occurring from [Date of Indenture] onwards in the laws or amendment to the tax lawsany regulations of Canada or any Canadian political subdivision or taxing authority, regulations or rulings of the Relevant Taxing Jurisdiction or any change occurring from [Date of Indenture] onwards in official position regarding the an interpretation or application of any such laws or interpretation of such tax lawsregulations by any legislative body, regulations court, governmental agency, taxing authority or rulings regulatory authority (including by virtue the enactment of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” any legislation and the Issuer, in its business judgment, determines that such obligations publication of any judicial decision or regulatory or administrative determination); provided the Company cannot be avoided avoid these obligations by the use of taking reasonable measures available to it and that it delivers to the Issuer; provided Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Securities not less than 30 days' nor more than 60 days' notice of this redemption pursuant to Section 11.2, except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Securities pursuant to redeem this Section 11.1 can elect to (i) convert its Securities pursuant to Article 13 or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable by the NotesCompany on any payment of interest or principal with respect to the Securities after such Redemption Date. Securities and portions of Securities that are to be redeemed are convertible by the Holder until 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article Ten but wishes to elect to not have its Securities redeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Trustee Company (if the Company is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of redemption, a written Notice of Election upon Tax Redemption (the "Notice of Election") on the back of the Relevant Taxing Jurisdiction selected by the Issuer Securities, or any other form of written notice substantially similar to the effect that a change Notice of Election, in law each case, duly completed and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled no later than the Close of Business on a Business Day at least five Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the satisfaction Close of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding Business on the holders of Business Day prior to the NotesRedemption Date.

Redemption for Tax Reasons. The Issuer Notes also may redeem be redeemed at the Notes prior to maturity option of the Company, in whole, whole but not in part, at a redemption price equal to 100 per cent. of the principal amount of the Notes to be redeemed, together with interest accrued and unpaid to the date fixed for redemption, at any time, on giving not less than 30 nor more than 60 days’ notice and not less than 30 days’ in accordance with Condition 11 below (which notice shall be irrevocable), if (with written notice a) the Company has or will become obligated to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and pay Additional Amounts to, but not including, the date fixed for redemption if as a result of a any change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction United States or any political subdivision or any taxing authority thereof or therein affecting taxation, or any change in or amendment to an official position regarding the application application, interpretation, administration or interpretation enforcement of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing JurisdictionUnited States), which change or amendment becomes effective on or after January 28, 2000 or (b) any action shall have been taken by any taxing authority, or any action has been brought in a court of competent jurisdiction, in the issuance United States or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above (whether or not such action was taken or brought with respect to the Company) or any change, clarification, amendment, application or interpretation of such Notes (orlaws, if regulations or rulings shall be officially proposed, in any case on or after January 28, 2000 which results in a substantial likelihood that the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or Company will become obligated be required to pay Additional Amounts with respect to on the Notes as described above under “—next Interest Payment of Additional Amounts,” and the IssuerDate; provided, in its business judgmenthowever, determines that no such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided that (1) no notice of redemption may shall be given earlier than 90 days prior to the earliest date on which we the Company would be, in the case of a redemption for the reasons specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption for the reasons specified in (b) above, obligated to pay the Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and (2) at the time such notice of redemption is given the obligation to pay such Additional Amounts remains if a payment in effectrespect of the Notes were then due. If Prior to the Issuer exercises its option publication of any notice of redemption pursuant to redeem the Notesthis paragraph, the Issuer Company shall deliver to the Trustee Fiscal Agent (i) a certificate signed by an a duly authorized officer of the Company stating that the Issuer Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent of the right of the Company so to redeem have occurred and (ii) in the Notescase of a redemption for the reasons specified in (a) or (b) above, along with (i) an a written opinion of independent tax legal counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change in law or amendment or that there is a substantial likelihood that the Company will be required to pay such Additional Amounts as described above exists and (ii) an Officer’s Certificate a result of such action or proposed change, clarification, amendment, application or interpretation, as the case may be. Such notice, once delivered by the Company to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall Fiscal Agent, will be entitled to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of the Notesirrevocable.

Redemption for Tax Reasons. The This Note may be redeemed at the option of the Issuer may redeem the Notes prior to maturity in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption ' notice in accordance with Clause 3 of the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and Indenture at its expense) at a redemption price equal to the principal amount of such Notes plus hereof, together with any accrued interest and Additional Amounts to, but not including, and interest accrued to the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (orredemption, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), (a) the Issuer becomes or the Guarantor has or will become obligated to pay Additional Amounts with respect as described in Clause 6 of this Note and in Clause 4.11 of the Indenture as a result of any change in, or amendment to, the laws, treaties, rulings or regulations of any Taxing Jurisdiction, or any change in, or amendment to the Notes as described above under “—Payment application or official interpretation of such laws, treaties, rulings or regulations, including a holding by a court of competent jurisdiction, which change or amendment becomes effective on or after 28 January 2005 (or in the case of Additional Amounts,” Amounts that a successor to the Guarantor or the Issuer is obligated to pay, the date on which that successor became such pursuant to the Indenture); provided that in the case of Additional Amounts payable by the Guarantor arising from an imposition or levy of Taxes by the Russian Federation or any political subdivision or taxing authority thereof on amounts paid under the Guarantee, the Taxes are imposed or levied at a rate in excess of 30 per cent. on the gross amount payable under the Guarantee, and the Issuer, in its business judgment, determines that (b) such obligations obligation cannot be avoided by the use of Issuer or the Guarantor taking reasonable measures available to the Issuerit; provided that (1) no such notice of redemption may shall be given earlier than 90 60 days prior to the earliest date on which we the Issuer or the Guarantor would be obligated to pay the Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and (2) at the time such notice of redemption is given the obligation obliged to pay such Additional Amounts remains were a payment in effectrespect of this Note then due. If Prior to the Issuer exercises its option publication of any notice of redemption pursuant to redeem the Notesthis paragraph, the Issuer shall deliver to the Trustee a certificate signed by an authorized officer Officer's Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem the Noteshave occurred, along with (i) and an opinion Opinion of independent tax counsel Counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer international standing to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation Issuer has or will become obligated to pay such Additional Amounts by as a result of such change or amendment. This Note may be redeemed pursuant to this Clause only if all Notes are simultaneously so redeemed. If money in an amount sufficient to pay the Issuer taking reasonable measures available Redemption Price of all Notes to it. The Trustee and be redeemed on the Redemption Date pursuant to this Clause 7 is deposited with a Paying Agent shall accept on or before the applicable Redemption Date and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the certain other conditions precedent described above for the Issuer to exercise its right to redeem the Notesare satisfied, which determination shall be conclusive and binding interest on the holders of Notes to be redeemed on the Notesapplicable Redemption Date will cease to accrue.

Redemption for Tax Reasons. If at any time subsequent to the issuance of Securities of any series as a result of any change in, or amendment to, the laws or regulations or rulings of The Issuer Netherlands or the United States or any other nation or government or of any political subdivision thereof or any authority therein or thereof having power to tax or as a result of any regulations or rulings or any amendment to or change in the application or official interpretation of such laws, regulations or rulings, the Company, or the Parent Guarantor, as the case may redeem be, becomes, or will become, obligated to pay any Additional Amounts and such obligations cannot be avoided by the Notes prior Company or, if applicable, the Parent Guarantor taking reasonable measures available to maturity in wholeit, the Securities of any such series shall be redeemable as a whole (but not in part), on at the option of the Company or, if applicable, the Parent Guarantor, at any time upon not less than 30 nor more than 60 days’ ' notice and not less than 30 days’ notice (with written notice given to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and Holders at its expense) at a redemption price equal to the principal amount of such Notes plus any Securities together with accrued interest and Additional Amounts tothereon (of, but not includingif any such Securities are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to the date fixed for redemption (the "Tax Redemption Date"). The Company or the Parent Guarantor, if applicable, will also pay to the Holders of Securities of such series on the Tax Redemption Date any Additional Amounts which would otherwise be payable. In order to effect a redemption of Securities of this series as described in this paragraph, the Company or the Parent Guarantor, if applicable, shall deliver to the Trustee not more than 60 nor less than 30 days prior to the Tax Redemption Date: (i) a written notice stating that the Securities of this series are to be redeemed as a result whole and (ii) an opinion of a change in or amendment independent legal counsel of recognized standing selected by the Company to the tax lawseffect that the Company or the Parent Guarantor, regulations or rulings of as the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax lawscase may be, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes has or will become obligated to pay Additional Amounts with respect to as a result of such change or amendment. The notice shall additionally specify the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided that (1) no notice of redemption may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay the Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and (2) at the time such notice of redemption is given the obligation to pay such Additional Amounts remains in effect. If the Issuer exercises its option to redeem the Notes, the Issuer shall deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to itTax Redemption Date. The Trustee and the Paying Agent shall accept and shall be entitled to rely conclusively rely upon the information so furnished by the Company or the Parent Guarantor in such Officer’s Certificate notice and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on under no duty to check the holders of the Notesaccuracy or completeness thereof.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, for an amount equal to 100% of the Principal Amount of the Securities, plus accrued and unpaid interest (including Additional Interest Amounts or Additional Amounts, if any), to, but excluding, the Redemption Date (the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after [Date of Indenture] in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after [Date of Indenture] in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Securities not less than 30 days’ nor more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts tothis redemption, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Securities pursuant to redeem Article 11 of the NotesIndenture can elect to (i) convert its Securities pursuant to Article 13 of the Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Securities redeemed without any further action other than surrender of the redeemed Securities for payment of the Redemption Price. If a Holder does not elect to convert its Securities pursuant to Article 13 of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “Notice of Election”) on the back of this Security, or any other form of written notice substantially similar to the Notice of Election, in each case, xxxx completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, one Business Day prior to the Redemption Date, then on such Redemption Date, interest, including Additional Interest Amounts or Additional Amounts, if any, cease to accrue on such Securities or portions thereof. Offer to Purchase By the Company upon a Fundamental Change. In the event of a Fundamental Change with respect to the Company at any time prior to [Stated Maturity date], the Company will be required to make an offer to purchase for cash (the “Fundamental Change Purchase Offer”) all outstanding Securities at a purchase price equal to the Principal Amount plus accrued but unpaid interest, including Additional Interest Amounts or Additional Amounts, if any (the “Fundamental Change Purchase Price”), up to, but excluding, the purchase date (the “Fundamental Event Purchase Date”). Within 30 Business Days after the occurrence of a Fundamental Change with respect to the Company, the Company shall mail to the Trustee and all Holders of the Securities at their addresses shown in the Security Register, and to beneficial owners of the Securities as may be required by applicable law, a certificate signed notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and the Fundamental Change Purchase Offer arising as a result thereof. The Company shall be required to purchase Securities in respect of which such offer is accepted by an authorized officer stating that a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Issuer Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is entitled acting as its own Paying Agent), or to redeem a Paying Agent designated by the NotesCompany for such purpose in the Fundamental Change Purchase Notice and the Trustee, along with on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) an opinion written notice of independent tax counsel acceptance of recognized expertise the Fundamental Change Purchase Offer in the laws form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of the Relevant Taxing Jurisdiction selected by the Issuer this Security (“Fundamental Change Purchase Notice”), or any other form of written notice substantially similar to the effect that a change Fundamental Change Purchase Notice, in law as described above exists each case, duly completed and signed, with appropriate signature guarantee, and (ii) an Officer’s Certificate such Securities that the Holder wishes to tender for purchase by the Company pursuant to the effect that it cannot avoid its obligation Fundamental Change Offer, duly endorsed for transfer to pay Additional Amounts the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by the Issuer taking reasonable measures available delivering to it. The Trustee and the Paying Agent shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion a written notice of counsel as sufficient evidence withdrawal in accordance with the provisions of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of the NotesIndenture.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, for an amount equal to 100% of the Principal Amount of the Securities, plus accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date (the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after May •, 2007 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after May •, 2007 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Securities not less than 30 days’ nor more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts tothis redemption, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Securities pursuant to redeem Article XIII of the NotesIndenture can elect to (i) convert its Securities pursuant to Article XVI of the Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article XVI of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Trustee Company (if the Company is acting as its own Paying Agent), or to a certificate signed Paying Agent designated by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise Company for such purpose in the laws notice of redemption, a written Notice of Election (the Relevant Taxing Jurisdiction selected by “Notice of Election”) on the Issuer back of this Security, or any other form of written notice substantially similar to the effect that a change Notice of Election, in law each case, dulx xxmpleted and signed, so as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts be received by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled no later than the close of business on a Business Day at least five Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the satisfaction close of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding business on the holders Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the NotesRedemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, cease to accrue on such Securities or portions thereof.

Redemption for Tax Reasons. The Issuer may redeem the Notes prior to maturity in wholeIf, but not in part, on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts to, but not including, the date fixed for redemption if as a result of a any change in in, or amendment to to, the tax laws, laws (or any regulations or rulings promulgated under the laws) of the Relevant Taxing Jurisdiction United States, or any change in in, or amendments to, an official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding holding, judgment or order by a court of competent jurisdiction or a change in the Relevant Taxing Jurisdictionpublished administrative practice), which change or amendment is announced and becomes effective after the issuance date of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction)this Thirteenth Supplemental Indenture, the Issuer becomes or will become obligated to pay Additional Amounts additional amounts as described in Section 4.6 hereof with respect to the Notes as described above under “—Payment of Additional Amounts,” and Notes, then the IssuerIssuer may, at any time at its option, redeem, in its business judgmentwhole, determines that such obligations canbut not be avoided by in part, the use of reasonable measures available Notes on not less than 15 nor more than 60 days prior notice to the IssuerHolders, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest and additional amounts, if any, on the Notes being redeemed to, but excluding, the redemption date (subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest date and additional amounts, if any, in respect thereof) and all additional amounts, if any, then due and which will become due on the redemption date as a result of the redemption or otherwise; provided provided, however, that (1) no the notice of redemption may shall not be given earlier than 90 days prior to before the earliest date on which we the Issuer would be obligated to pay the Additional Amounts giving rise to the redemption such additional amounts if a payment on in respect of the applicable Notes were then due and (2) unless at the time such notice of redemption is given such obligation to pay additional amounts remains in effect (or will be in effect at the time of such redemption). Prior to any such notice of redemption, the Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it is entitled to effect such redemption and that the obligation to pay such Additional Amounts remains in effect. If the Issuer exercises its option to redeem the Notes, the Issuer shall deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it additional amounts cannot avoid its obligation to pay Additional Amounts be avoided by the Issuer taking reasonable measures available to itit and (b) an Opinion of Counsel to the effect that the Issuer has been or will become obligated to pay additional amounts. The Trustee and the Paying Agent shall will accept and shall will be entitled to conclusively rely upon such Officer’s the Officers’ Certificate and opinion Opinion of counsel Counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall will be conclusive and binding on the holders of the NotesHolders.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, on not for an amount equal to 100% of the Principal Amount of the Securities, plus accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date (the "Redemption Price"), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than 60 days’ notice a de minimis amount) as a result of any amendment or change occurring after March 20, 2008 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after March 20, 2008 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Securities not less than 30 days’ ' nor more than 60 days' notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts tothis redemption, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Securities pursuant to redeem ARTICLE VIII of the NotesSupplemental Indenture can elect to (i) convert its Securities pursuant to ARTICLE XI of the Supplemental Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to ARTICLE XI of the Supplemental Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the "Notice of Election") on the back of this Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, cease to accrue on such Securities or portions thereof. Purchase By the Company at the Option of the Holder on the Repurchase Date. Subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase, at the option of the Holder, all or any portion of the Securities held by such Holder on May 1, 2013 (the "Repurchase Date") in integral multiples of $1,000 at a repurchase price equal to 100% of the Principal Amount of those Securities plus accrued and unpaid interest up to, but excluding, the Repurchase Date (the "Repurchase Price"). To exercise such right, a Holder shall deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with Paying Agent (i) an opinion of independent tax counsel of recognized expertise a Repurchase Notice in the laws form set forth in the Repurchase Notice on the back of this Security, at any time from 9:00 a.m., New York City time, on the Relevant Taxing Jurisdiction selected by date that is 20 Business Days immediately preceding the Issuer to Repurchase Date until 5:00 p.m., New York City time, on the effect that a change in law as described above exists Repurchase Date, and (ii) an Officer’s Certificate such Securities that the holder wishes to tender for repurchase by the Company, duly endorsed for transfer to the effect that it cannot avoid its obligation Company to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent as set forth in the Indenture. If cash sufficient to pay the Repurchase Price of all Securities or portions thereof to be purchased on the Repurchase Date is deposited with the Paying Agent on the Business Day following the Repurchase Date, the Holder thereof shall accept and shall be entitled to conclusively rely upon have no other rights as such Officer’s Certificate and opinion of counsel as sufficient evidence of (other than the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem receive the Notes, which determination shall be conclusive and binding on the holders Repurchase Price upon surrender of the Notessuch Security).

Redemption for Tax Reasons. The Issuer may Company shall have the right to redeem the Notes prior to maturity Notes, in whole, whole but not in part, on not more part (other than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts to, but not including, the date fixed for redemption if as a result of a Holder having delivered a Notice of Election) at the Redemption Price, if (1) there is any change in or amendment (including any announced prospective change or amendment) to the tax laws, laws (or any regulations or rulings promulgated thereunder) of the Relevant Taxing Jurisdiction Canada or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue any applicable legislative body, court, governmental agency or regulatory authority of a holding by a court Canada or of competent jurisdiction in the Relevant Taxing Jurisdiction)any political subdivision or taxing authority thereof or therein, which change or amendment is announced or becomes effective on or after June 18, 2004 and, in a written opinion to the issuance Company of legal counsel of recognized standing, as a result of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction)change or amendment, the Issuer becomes Company has or will (assuming, in the case of any announced prospective change or amendment, that such announced change or amendment will become effective as of the date specified in such announcement and in the form announced) become obligated to pay pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Note pursuant to Section 10.05 of the Notes as described above under “—Payment of Additional Amounts,” Original Indenture and (2) the IssuerCompany (or its successor), in its business judgment, determines that such obligations obligation cannot be avoided by the use of reasonable measures available to it and that it delivers to the Issuer; provided Trustee an Officer's Certificate attesting to such change and obligation to pay Additional Amounts. In such event, the Company will give the Trustee and the Holders of the Notes not less than 30 days' nor more than 60 days' notice of this redemption, except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Notes pursuant to Section 5.02 of the First Supplemental Indenture can elect to (i) convert its Notes pursuant to Article Four of the First Supplemental Indenture or (ii) not have its Notes redeemed, provided that no Additional Amounts that arise solely as a result of the change in Canadian tax law that caused the Additional Amounts to be payable will be payable on any payment with respect to the Notes after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian taxes required by law to be deducted or withheld. In the event that cash payments that a Holder would otherwise be entitled to receive from the Company are insufficient to pay applicable Canadian taxes, the Company may require from the Holder as a condition to the Holder's right to receive any Limited Voting Shares on conversion or other amounts from the Company, an amount of cash sufficient to pay applicable Canadian taxes. Where no such election is made, the Holder will have its Notes redeemed without any further action. If a Holder does not elect to convert its Notes pursuant to Article Four of the Issuer exercises First Supplemental Indenture but wishes to elect to not have its option Notes redeemed pursuant to redeem clause (ii) of the preceding paragraph, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election upon Tax Redemption (the "Notice of Election") on the back of the Notes, the Issuer shall deliver or any other form of written notice substantially similar to the Trustee a certificate signed Notice of Election, in each case, duly completed and signed, so as to be received by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled no later than the close of business on a Business Day at least five Business Days prior to conclusively rely upon such Officer’s Certificate and opinion the Redemption Date. A Holder may withdraw any Notice of counsel Election by delivering to the Company (if the Company is acting as sufficient evidence its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the satisfaction close of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding business on the holders of Business Day prior to the NotesRedemption Date.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, on not for an amount equal to 100% of the Principal Amount of the Securities, plus accrued and unpaid interest (including Additional Interest Amounts or Additional Amounts, if any), to, but excluding, the Redemption Date (the "Redemption Price"), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than 60 days’ notice a de minimis amount) as a result of any amendment or change occurring after [Date of Indenture] in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after [Date of Indenture] in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Securities not less than 30 days’ ' nor more than 60 days' notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts tothis redemption, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Securities pursuant to redeem Article 11 of the NotesIndenture can elect to (i) convert its Securities pursuant to Article 13 of the Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article 13 of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the "Notice of Election") on the back of this Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Interest Amounts or Additional Amounts, if any, cease to accrue on such Securities or portions thereof. Offer to Purchase By the Company upon a Fundamental Change. In the event of a Fundamental Change with respect to the Company at any time prior to [Stated Maturity date], the Company will be required to make an offer to purchase for cash (the "Fundamental Change Purchase Offer") all outstanding Securities at a purchase price equal to the Principal Amount plus accrued but unpaid interest, including Additional Interest Amounts or Additional Amounts, if any (the "Fundamental Change Purchase Price"), up to, but excluding, the purchase date (the "Fundamental Event Purchase Date"). Within 30 Business Days after the occurrence of a Fundamental Change with respect to the Company, the Company shall mail to the Trustee and all Holders of the Securities at their addresses shown in the Security Register, and to beneficial owners of the Securities as may be required by applicable law, a certificate signed notice (the "Fundamental Change Notice") of the occurrence of such Fundamental Change and the Fundamental Change Purchase Offer arising as a result thereof. The Company shall be required to purchase Securities in respect of which such offer is accepted by an authorized officer stating that a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Issuer Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is entitled acting as its own Paying Agent), or to redeem a Paying Agent designated by the NotesCompany for such purpose in the Fundamental Change Purchase Notice and the Trustee, along with on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) an opinion written notice of independent tax counsel acceptance of recognized expertise the Fundamental Change Purchase Offer in the laws form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of the Relevant Taxing Jurisdiction selected by the Issuer this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the effect that a change Fundamental Change Purchase Notice, in law as described above exists each case, duly completed and signed, with appropriate signature guarantee, and (ii) an Officer’s Certificate such Securities that the Holder wishes to tender for purchase by the Company pursuant to the effect that it cannot avoid its obligation Fundamental Change Offer, duly endorsed for transfer to pay Additional Amounts the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by the Issuer taking reasonable measures available delivering to it. The Trustee and the Paying Agent shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion a written notice of counsel as sufficient evidence withdrawal in accordance with the provisions of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of the NotesIndenture.

Redemption for Tax Reasons. The Issuer may Company may, at its option, redeem the Notes prior to maturity Securities, in whole, whole but not in part, for an amount equal to 100% of the Principal Amount of the Securities, plus accrued and unpaid interest (including Additional Interest Amounts or Additional Amounts, if any), to, but excluding, the Redemption Date (the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after [Date of Indenture] in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after [Date of Indenture] in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the Securities not less than 30 days’ nor more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and Additional Amounts tothis redemption, but not including, the date fixed for redemption if as a result of a change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment becomes effective after the issuance of such Notes (or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Notes as described above under “—Payment of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided except that (1i) no the Company will not give notice of redemption may be given earlier than 90 60 days prior to the earliest date on or from which we it would be obligated to pay the any such Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due Amounts, and (2ii) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remains remain in effect. If Upon receiving such notice of redemption, each Holder who does not wish to have the Issuer exercises Company redeem its option Securities pursuant to redeem Article 11 of the NotesIndenture can elect to (i) convert its Securities pursuant to Article 13 of the Indenture or (ii) not have its Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Issuer shall Holder will have its Securities redeemed without any further action other than surrender of the redeemed Securities for payment of the Redemption Price. If a Holder does not elect to convert its Securities pursuant to Article 13 of the Indenture but wishes to elect to not have its Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “Notice of Election”) on the back of this Security, or any other form of written notice substantially similar to the Notice of Election, in each case, dxxx completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, one Business Day prior to the Redemption Date, then on such Redemption Date, interest, including Additional Interest Amounts or Additional Amounts, if any, cease to accrue on such Securities or portions thereof. Offer to Purchase By the Company upon a Fundamental Change. In the event of a Fundamental Change with respect to the Company at any time prior to [Stated Maturity date], the Company will be required to make an offer to purchase for cash (the “Fundamental Change Purchase Offer”) all outstanding Securities at a purchase price equal to the Principal Amount plus accrued but unpaid interest, including Additional Interest Amounts or Additional Amounts, if any (the “Fundamental Change Purchase Price”), up to, but excluding, the purchase date (the “Fundamental Event Purchase Date”). Within 30 Business Days after the occurrence of a Fundamental Change with respect to the Company, the Company shall mail to the Trustee and all Holders of the Securities at their addresses shown in the Security Register, and to beneficial owners of the Securities as may be required by applicable law, a certificate signed notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and the Fundamental Change Purchase Offer arising as a result thereof. The Company shall be required to purchase Securities in respect of which such offer is accepted by an authorized officer stating that a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Issuer Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is entitled acting as its own Paying Agent), or to redeem a Paying Agent designated by the NotesCompany for such purpose in the Fundamental Change Purchase Notice and the Trustee, along with on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) an opinion written notice of independent tax counsel acceptance of recognized expertise the Fundamental Change Purchase Offer in the laws form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of the Relevant Taxing Jurisdiction selected by the Issuer this Security (“Fundamental Change Purchase Notice”), or any other form of written notice substantially similar to the effect that a change Fundamental Change Purchase Notice, in law as described above exists each case, duly completed and signed, with appropriate signature guarantee, and (ii) an Officer’s Certificate such Securities that the Holder wishes to tender for purchase by the Company pursuant to the effect that it cannot avoid its obligation Fundamental Change Offer, duly endorsed for transfer to pay Additional Amounts the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by the Issuer taking reasonable measures available delivering to it. The Trustee and the Paying Agent shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion a written notice of counsel as sufficient evidence withdrawal in accordance with the provisions of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of the NotesIndenture.

Redemption for Tax Reasons. The Issuer Notes also may redeem be redeemed at the Notes prior to maturity option of the Company, in whole, whole but not in part, at a redemption price equal to 100 per cent. of the principal amount of the Notes to be redeemed, together with interest accrued and unpaid to the date fixed for redemption, at any time, on giving not less than 30 nor more than 60 days’ notice and not less than 30 days’ in accordance with Condition 11 below (which notice shall be irrevocable), if (with written notice a) the Company has or will become obligated to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price equal to the principal amount of such Notes plus any accrued interest and pay Additional Amounts to, but not including, the date fixed for redemption if as a result of a any change in or amendment to the tax laws, regulations or rulings of the Relevant Taxing Jurisdiction United States or any political subdivision or any taxing authority thereof or therein affecting taxation, or any change in or amendment to an official position regarding the application application, interpretation, administration or interpretation enforcement of such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing JurisdictionUnited States), which change or amendment becomes effective on or after December 2, 2002 or (b) any action shall have been taken by any taxing authority, or any action has been brought in a court of competent jurisdiction, in the issuance United States or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above (whether or not such action was taken or brought with respect to the Company) or any change, clarification, amendment, application or interpretation of such Notes (orlaws, if regulations or rulings shall be officially proposed, in any case on or after December 2, 2002 which results in a substantial likelihood that the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the issuance of such Notes, after the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuer becomes or Company will become obligated be required to pay Additional Amounts with respect to on the Notes as described above under “—next Interest Payment of Additional Amounts,” and the IssuerDate; provided, in its business judgmenthowever, determines that no such obligations cannot be avoided by the use of reasonable measures available to the Issuer; provided that (1) no notice of redemption may shall be given earlier than 90 days prior to the earliest date on which we the Company would be, in the case of a redemption for the reasons specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of a redemption for the reasons specified in (b) above, obligated to pay the Additional Amounts giving rise to the redemption if a payment on the applicable Notes were then due and (2) at the time such notice of redemption is given the obligation to pay such Additional Amounts remains if a payment in effectrespect of the Notes were then due. If Prior to the Issuer exercises its option publication of any notice of redemption pursuant to redeem the Notesthis paragraph, the Issuer Company shall deliver to the Trustee Fiscal Agent (i) a certificate signed by an a duly authorized officer of the Company stating that the Issuer Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent of the right of the Company so to redeem have occurred and (ii) in the Notescase of a redemption for the reasons specified in (a) or (b) above, along with (i) an a written opinion of independent tax legal counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change in law or amendment or that there is a substantial likelihood that the Company will be required to pay such Additional Amounts as described above exists and (ii) an Officer’s Certificate a result of such action or proposed change, clarification, amendment, application or interpretation, as the case may be. Such notice, once delivered by the Company to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall Fiscal Agent, will be entitled to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of the Notesirrevocable.

Redemption for Tax Reasons. The Issuer may may, at its option, redeem the Notes prior to maturity Notes, in whole, whole but not in partpart (except in respect of certain Excluded Holders), on not more than 60 days’ notice and not less than 30 days’ notice (with written notice to the Trustee no less than 15 days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in its name and at its expense) at a redemption price (the “Tax Redemption Price”) payable in cash and equal to 100% of the principal amount of such the Notes plus any accrued interest and unpaid interest, including Additional Amounts Interest, if any, to, but not excluding, the Tax Redemption Date (subject to the right of the holders of record on the relevant record date to receive interest due on the relevant interest payment date), and including, for the date fixed for redemption avoidance of doubt, any Additional Amounts with respect to such Tax Redemption Price, if the Issuer has, or on the next Interest Payment Date would, become obligated to pay to the Holders any Additional Amounts (that are more than a de minimis amount) as a result of a (i) any change in or amendment to in the tax laws, laws or any rules or regulations or rulings of the a Relevant Taxing Jurisdiction or any change in official position regarding the application or interpretation of which such tax laws, regulations or rulings (including by virtue of a holding by a court of competent jurisdiction in the Relevant Taxing Jurisdiction), which change or amendment is publicly announced and becomes effective after the issuance of such Notes date hereof (or, if the applicable Relevant Taxing Jurisdiction becomes became a Relevant Taxing Jurisdiction on a date after the issuance date hereof, after such later date) or (ii) any change or amendment in an official written interpretation or application of such Noteslaws, rules or regulations by any legislative body, court, governmental agency, taxing authority or regulatory or administrative authority of such Relevant Taxing Jurisdiction (including the enactment of any legislation and the formal announcement or publication of any judicial decision or regulatory or administrative interpretation or determination ) which change or amendment is publicly announced and becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the date hereof, after such later date) (each of the foregoing clauses (i) and (ii), a “Change in Tax Law” and such redemption, a “Tax Redemption”); provided, that the Issuer may only elect a Tax Redemption if (x) the Issuer cannot avoid these obligations by taking commercially reasonable measures available to it (including, without limitation, by changing the jurisdiction from which or through which payment is made, if commercially reasonable under the circumstances) and (y) the Issuer delivers to the Trustee an opinion of outside counsel of recognized standing in the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction), to the effect that the Issuer becomes has or will become obligated to pay Additional Amounts as a result of such Change in Tax Law and an Officer’s Certificate stating that the Issuer is entitled to effect a Tax Redemption; provided further, that if the Redemption Date occurs after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the interest, including Additional Interest, if any, payable in respect of such Interest Payment Date shall be payable to the Holders of record at the Close of Business on the corresponding Regular Record Date, and the Redemption Price payable to the Holder whose Note is redeemed will be equal to 100% of the principal amount of such Note, including, for the avoidance of doubt, any Additional Amounts with respect to the Notes as described above under “—Payment such Redemption Price. Notice of Additional Amounts,” and the Issuer, in its business judgment, determines that such obligations cana Tax Redemption may not be avoided by the use of reasonable measures available to the Issuer; provided that (1) no notice of redemption may be given earlier than 90 60 days prior to the earliest date on which we the Issuer would be obligated to pay the such Additional Amounts giving rise to the redemption if were a payment on in respect of the applicable Notes were then due and (2) nor later than 180 days after the Issuer or the Guarantor becomes aware of such amendment or change referred in the preceding paragraph. The obligation to pay Additional Amounts must be in effect at the time such notice of redemption is given the obligation to pay such Additional Amounts remains in effect. If the Issuer exercises its option to redeem the Notes, the Issuer shall deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem the Notes, along with (i) an opinion of independent tax counsel of recognized expertise in the laws of the Relevant Taxing Jurisdiction selected by the Issuer to the effect that a change in law as described above exists and (ii) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee and the Paying Agent shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Issuer to exercise its right to redeem the Notes, which determination shall be conclusive and binding on the holders of the Notesgiven.