Common use of Redemption for Tax Reasons Clause in Contracts

Redemption for Tax Reasons. The Company may, at its option, redeem the Securities, in 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 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 of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture 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 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, at its option, redeem the Interest Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the Interest Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the 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 any amendment or change occurring after November 3June 18, 2010 2014 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3June 18, 2010 2014 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 Interest Securities not less than 30 thirty (30) days' ’ nor more than 60 sixty (60) days' ’ notice of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 sixty (60) days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Interest Securities pursuant to Article 11 XIII of the Indenture can elect to (i) convert its Securities pursuant to Article 13 of the Indenture or (ii) 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 Holder will have its Interest 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 Interest 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 Interest 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 (5) 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 Interest 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, shall cease to accrue on such Interest 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Except as otherwise specified pursuant to Section 301 for the Securities of any series, if, as a result of any change in or any amendment to the laws, regulations or published tax rulings of the Applicable Taxing Jurisdiction 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 the Securities of any series, which change or amendment becomes effective on or after the original issue date of such 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 (a) the 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 such Securities and (b) such obligation cannot be avoided by the Company or the Guarantor taking reasonable measures available to it, the Company may, at its option, redeem the Securities, in whole 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 partthis Indenture, for an amount at a Redemption Price equal to 100% of the Principal Amount of the Securities, principal amount thereof 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 Interest to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after November 3date fixed for redemption; provided, 2010 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authorityhowever, 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 of this redemption, except that (ix) the Company will not give no such notice of redemption may be given earlier than 60 days prior to the earliest date on or from which it the Company would be obligated to pay any such Additional Amounts, amounts were a payment then due in respect of such Securities and (iiy) at the time the Company gives the noticeany such redemption notice is given, the circumstances creating its such obligation to pay such Additional Amounts must remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have If (a) the Company redeem shall have on any date (the "Succession Date") consolidated with or merged into, or conveyed or transferred or leased its Securities properties and assets as an entirety or substantially as an entirety to, any Successor which is organized under the laws of any jurisdiction other than the 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 Article 11 of the Indenture can elect to (i) convert its Securities pursuant to Article 13 of the Indenture or (ii) not have its the terms of such Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with in 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 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 payments that it 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 such Securities and (c) such obligation cannot be avoided by the 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 repayment of any principal amount of Securities pursuant to such 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 Indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the Company shall mail same to the Trustee and all 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 purchase of any Securities by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Holders of the such Securities at their addresses shown in the Security Register, and to beneficial owners of the Securities as may be required by applicable law, a 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding repayment date an amount not less than the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase repayment price payable by the Company pursuant on repayment of such Securities, and the obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the Fundamental Change Offer, duly endorsed for transfer to the Companyextent such payment is so paid by such purchasers. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.ARTICLE THIRTEEN

Redemption for Tax Reasons. The Company may, at its option, redeem the Securities, in whole but not in part, for an amount 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 after November 3, 2010 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 after November 3, 2010 from [Date of Indenture] onwards in the 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 of this redemptionredemption pursuant to Section 11.2, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture this Section 11.1 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 by the Company 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 Holder will have its Securities redeemed without any further actionaction 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 13 of the Indenture 10 but wishes to elect to not have its Securities redeemedredeemed 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 notice of redemption, a written Notice of Election upon Tax Redemption (the "“Notice of Election"”) on the back of this Securitythe 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 no later than the close Close of business 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 Close of business 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, at its option, Issuer may redeem the SecuritiesNotes prior to maturity in whole, in 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 on not more than 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 60 days’ notice 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 ’ notice (with written notice to the Trustee no less than 60 days' 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 this redemptionsuch Notes plus any accrued interest and Additional Amounts to, except 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 (i1) the Company will not give no notice of redemption may be given earlier than 60 90 days prior to the earliest date on or from which it we would be obligated to pay any such the Additional Amounts, Amounts giving rise to the redemption if a payment on the applicable Notes were then due and (ii2) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain remains in effect. Upon receiving such notice of redemptionIf the Issuer exercises its option to redeem the Notes, each Holder who does not wish the Issuer shall deliver to have the Company Trustee a certificate signed by an authorized officer stating that the Issuer is entitled to redeem its Securities pursuant to Article 11 of the Indenture can elect to Notes, along with (i) convert its Securities pursuant to Article 13 an opinion of independent tax counsel of recognized expertise in the laws 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 Relevant Taxing Jurisdiction selected by the Issuer 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 Holder will have its Securities redeemed without any further action. If effect that 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 change in law 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, described above exists and (ii) such Securities an Officer’s Certificate to the effect that the Holder wishes it cannot avoid its obligation to tender for purchase pay Additional Amounts by the Company pursuant Issuer taking reasonable measures available to the Fundamental Change Offer, duly endorsed for transfer to the Companyit. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to The Trustee and the Paying Agent a written notice shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion of withdrawal in accordance with the provisions counsel as sufficient evidence of the Indenturesatisfaction 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 Company may, at its option, redeem the Securities, in whole but not in part, for an amount 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 after from November 3, 2010 onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after from November 3, 2010 onwards in the 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 notice, and will give the Trustee not less than 45 days’ nor more than 60 days’ notice, of this redemptionredemption pursuant to Section 11.2, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture this Section 11.1 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 by the Company 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 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 redeemedredeemed 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 notice of redemption, a written Notice of Election upon Tax Redemption (the "Notice of Election") on the back of this Securitythe 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 no later than the close Close of business 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 Close of business 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the 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 any amendment or change occurring after November 3June 18, 2010 2014 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3June 18, 2010 2014 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 2015 Securities not less than 30 thirty (30) days' ’ nor more than 60 sixty (60) days' ’ notice of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 sixty (60) days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article 11 XIII of the Indenture can elect to (i) convert its 2015 Securities pursuant to Article 13 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 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 13 XVI of the Indenture but wishes to elect to not have its 2015 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 2015 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 (5) 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 2015 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, shall cease to accrue on such 2015 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, If at its option, redeem any time after the Securities, in whole but not in part, for an amount equal date of issuance of Securities of any series pursuant 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) this Indenture as a result of any change in, or amendment or change occurring after November 3to, 2010 in the laws or any regulations of Canada The Netherlands or of any political subdivision thereof or any Canadian political subdivision authority therein or taxing authority, thereof having power to tax or as a result of any change occurring after November 3, 2010 in the application or official interpretation or application of any such laws or regulations by regulations, which change or amendment becomes effective after the date of such issuance, the Guarantor becomes, or will become, obligated to pay any legislative body, court, governmental agency, taxing authority or regulatory authority (including Additional Amounts with respect to any payments that it may be required to make pursuant to the enactment Guaranty with respect to Securities of any legislation series and the publication of any judicial decision or regulatory or administrative determination); provided the Company such obligations cannot avoid these obligations be avoided by the Issuer or the Guarantor taking reasonable measures available to it either of them, then the Securities of such series will be redeemable as a whole (but not in part), at the option of the Issuer, at any time upon not less than thirty (30) nor more than sixty (60) days' notice given to the Holders at their principal amount together with accrued interest thereon (and that it delivers any Additional Amounts Payable with respect thereto) to the date fixed for redemption (the "Tax Redemption Date"). In order to effect a redemption of Securities of any such series as described in this paragraph, the Issuer and the Guarantor shall deliver to the Trustee at least forty-five (45) days prior to the Tax Redemption Date: (i) a written notice stating that the Securities of this series are to be redeemed as a whole and (ii) an opinion of Canadian independent legal counsel specializing in taxation and an Officers' Certificate attesting of recognized standing to such change and obligation the effect that the Guarantor has or will become obligated to pay Additional AmountsAmounts with respect to any payments that it may be required to make pursuant to such Guaranty as a result of any such change or amendment. 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, except that (i) the Company will not give No notice of redemption may be given earlier than 60 ninety (90) days prior to the earliest date on or from which it the Guarantor would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain were a payment in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture 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 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 notice (the "Fundamental Change Notice") of the occurrence of such Fundamental Change series then due. The notice shall additionally specify the Tax Redemption Date and all other information necessary to the publication and mailing by the Trustee of notices of such redemption. The Trustee shall be entitled to rely conclusively upon the information so furnished by the Issuer and the Fundamental Change Purchase Offer arising as a result Guarantor in such notice and shall be under no duty to check the accuracy or completeness thereof. The Company Such notice shall be required to purchase Securities in respect of which such offer is accepted by a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indentureirrevocable.

Redemption for Tax Reasons. The Company may, at its option, redeem the Securities, in 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 November 3, 2010 [Date of Indenture] in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3, 2010 [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 of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture 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 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 December 15, 2015[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 Change 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, at its option, redeem the Securities, in whole but not in part, for an amount at a Redemption Price equal to 100% of the Principal Amount of the Securities, plus principal amount thereof together with accrued and unpaid interest (including Additional Amountsinterest, if any), to, but excluding, excluding the Redemption Date (the "Redemption Price")redemption date, if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis DE MINIMIS amount) as a result of any amendment or change occurring after November 3February 27, 2010 2003 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3February 27, 2010 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 determinationpolicies 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 Taxes other than Excluded Taxes withholding 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 daysBusiness Days' nor more than 60 daysBusiness Days' notice of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 days Business Days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, no later than the close of business on the Business Day prior to the redemption date, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture can elect to (i) convert its Securities pursuant to Article 13 of the Indenture X or (ii) to 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 its Securities after such Redemption Dateredemption 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 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 The Holder must deliver to the Company (if the Company it 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 redemption the written Notice notice of Election election (the "Notice of ElectionNOTICE OF ELECTION") on the back of this Securitythe 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 no later than the close of business on a the Business Day at least five Business Days prior to the Redemption Dateredemption date. 20 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 Dateredemption date. If cash sufficient SECTION 309. PURCHASE AT THE OPTION OF HOLDERS UPON A CHANGE IN CONTROL. Upon any Change in Control (as defined below) with respect to pay the Redemption Price Company, each Holder of Securities shall have the right, subject to the rights of the holders of Senior Indebtedness under Article XI of this Indenture, to require the 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 (or portions thereof) required to be redeemed on made by the Redemption Date is deposited with Company (the Paying Agent prior to 10:00 a.m., New York City time"CHANGE IN CONTROL OFFER"), on the Redemption Datedate (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, then on such Redemption Date, plus accrued and unpaid 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 in Control of the Company, the Company shall mail to the Trustee and all Holders of record of the Securities at their addresses shown in the Security RegisterRegistrar's register, and to beneficial owners of the Securities as may be required by applicable law, a notice (the "Fundamental Change NoticeCHANGE IN CONTROL NOTICE") of the occurrence of such Fundamental Change in Control and making the Fundamental Change Purchase 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 required to purchase Securities published at the expense of the Company in respect the New York Times or the Wall Street Journal or another newspaper of which such offer is accepted by a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailednational circulation. To accept the Fundamental Change Purchase in Control Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) 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 Fundamental Change Purchase in Control Offer in together with the form set forth in Securities with respect to which the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offeracceptance is being made, duly endorsed for transfer to the Companytransfer. Holders have the right to withdraw any Fundamental Each Change Purchase in Control Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.shall state:

Redemption for Tax Reasons. The Except as otherwise specified pursuant to Section 301 for the Securities of any series, if, as a result of any change in or any amendment to the laws, regulations or published tax rulings of the Applicable Taxing Jurisdiction 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 the Securities of any series, which change or amendment becomes effective on or after the original issue date of such 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 (a) the 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 such Securities and (b) such obligation cannot be avoided by the Company or the Guarantor taking reasonable measures available to it, the Company may, at its option, redeem the Securities, in whole 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 partthis Indenture, for an amount at a Redemption Price equal to 100% of the Principal Amount of the Securities, principal amount thereof 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 Interest to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after November 3date fixed for redemption; provided, 2010 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authorityhowever, 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 of this redemption, except that (ix) the Company will not give no such notice of redemption may be given earlier than 60 days prior to the earliest date on or from which it the Company would be obligated to pay any such Additional Amounts, amounts were a payment then due in respect of such Securities and (iiy) at the time the Company gives the noticeany such redemption notice is given, the circumstances creating its such obligation to pay such Additional Amounts must remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have If (a) the Company redeem shall have on any date (the "Succession Date") consolidated with or merged into, or conveyed or transferred or leased its Securities properties and assets as an entirety or substantially as an entirety to, any Successor which is organized under the laws of any jurisdiction other than the 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 Article 11 of the Indenture can elect to (i) convert its Securities pursuant to Article 13 of the Indenture or (ii) not have its the terms of such Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with in 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 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 payments that it 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 such Securities and (c) such obligation cannot be avoided by the 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 repayment of any principal amount of Securities pursuant to such 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 Indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the Company shall mail same to the Trustee and all 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 purchase of any Securities by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Holders of the such Securities at their addresses shown in the Security Register, and to beneficial owners of the Securities as may be required by applicable law, a 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or 84 before the close of business on the third Business Day immediately preceding repayment date an amount not less than the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase repayment price payable by the Company pursuant on repayment of such Securities, and the obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the Fundamental Change Offer, duly endorsed for transfer to the Companyextent such payment is so paid by such purchasers. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.ARTICLE THIRTEEN

Redemption for Tax Reasons. The If at any time subsequent to the issuance of Debt Securities of any series, as a result of any change in or amendment to the laws, regulations or governmental policy having the force of law or in the official interpretation or application thereof of Argentina (or of any political subdivision or taxing authority thereof or therein) or any execution of or amendment to, any treaty or treaties affecting taxation to which Argentina (or such political subdivision or taxing authority) is a party, which change or amendment becomes effective after the date of the Indenture, the Company mayis required, at its optionor would be required on the next succeeding interest payment date, redeem to pay Additional Amounts in respect of payments on the SecuritiesDebt Securities of such series and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company (which shall not include any adverse modification of the terms of the Indenture or the Debt Securities of such series), in then the Debt Securities of such series may be redeemed as a whole (but not in part), for 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 the Principal Amount of the Securities, plus 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 (including Additional Amounts, if any), to, but excludinga) above, the Company shall deliver to the Trustee, at least 45 days prior to the Redemption Date Date, (the "Redemption Price"), if i) a certificate signed by two directors of the Company has become or would become obligated stating that the obligation to pay to the Holders such Additional Amounts (which are more than 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 cannot be avoided 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 (ii) an opinion of Canadian independent legal counsel specializing in taxation and an Officers' Certificate attesting of recognized standing to such change and obligation the effect that the Company has or will become obligated to pay such Additional AmountsAmounts as a result of such change, amendment or executed or amended treaty. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account ofSuch certificate, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, once delivered by the Company to the Trustee, will give the Trustee be irrevocable and the Holders of the Securities not less than 30 days' nor more than 60 days' notice of this redemption, except that (i) upon its delivery the Company will not give shall be obligated to make the payment or payments referred to therein. No notice of redemption may be given earlier than 60 90 days prior to the earliest date on or from which it the Company would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain were a payment in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 respect of the Indenture can elect to (i) convert its Debt Securities pursuant to Article 13 of such series then due. The certificate shall additionally specify 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 Redemption Date and all other information necessary for 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 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 publication and mailing by the Company for Trustee of notices of such purpose in redemption. The Trustee shall be entitled to rely conclusively upon 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, information 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 furnished 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 certificate 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 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 under no duty to purchase Securities in respect of which such offer is accepted by a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept check the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), accuracy or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenturecompleteness thereof.

Redemption for Tax Reasons. The Company maymay at any time, at its option, redeem the Securities, in whole but not in part, for an at the principal amount equal to 100% of the Principal Amount of the Securitiesthereof, plus accrued and unpaid interest (including Additional Amountsinterest, if any), to, to but excluding, excluding the Redemption Date 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 minimis minimus amount, as determined by the Company, acting reasonably) as a result of any amendment or change occurring after November 319, 2010 2009 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 319, 2010 2009 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 HoldersHolders and other than Excluded Taxes). 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 redemptionredemption in accordance with the notice requirements of Section 3.2 of the Indenture, except that (i) the Company will not give notice of redemption Redemption Notice earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemptionRedemption Notice, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture can elect to (i) convert its Securities pursuant to Article 13 4 of the Indenture 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. All 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 Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article 13 4 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 redemptionTrustee, a written Notice notice of Election 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 the Trustee designated by the Company in the notice of redemptionRedemption Notice, a written notice of withdrawal prior to the close of business on the two Business Day Days 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States, or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change or amendment is announced and becomes effective after the date of this Thirteenth Supplemental Indenture, the Issuer becomes or will become obligated to pay additional amounts as described in Section 4.6 hereof with respect to the Notes, then the Issuer may, at any time at its option, redeem the Securitiesredeem, in whole whole, but not in part, for an amount the Notes on not less than 15 nor more than 60 days prior notice to the Holders, at a redemption price equal to 100% of the Principal Amount of the Securitiestheir principal amount, plus together with accrued and unpaid interest (including Additional Amountsand additional amounts, if any), on the Notes being redeemed to, but excluding, the Redemption Date redemption date (subject to the "Redemption Price")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 Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) redemption date as a result of any amendment the redemption or change occurring after November 3otherwise; provided, 2010 however, that the notice of redemption shall not be given earlier than 90 days before the earliest date on which the Issuer would be obligated to pay such additional amounts if a payment in respect of the laws Notes were then due and unless at the time such notice is given such obligation to pay additional amounts remains in effect (or any regulations will be in effect at the time of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3, 2010 in the interpretation or application of such redemption). Prior to any such laws or regulations by any legislative bodynotice of redemption, court, governmental agency, taxing authority or regulatory authority the Issuer will deliver to the Trustee (including a) an Officers’ Certificate stating that it is entitled to effect such redemption and that the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company obligation to pay additional amounts cannot avoid these obligations be avoided by taking reasonable measures available to it and that it delivers (b) an Opinion of Counsel 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 effect that the Issuer has been or 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, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be become obligated to pay any such Additional Amounts, additional amounts. The Trustee and (ii) at Paying Agent will accept and will be entitled to conclusively rely upon the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice Officers’ Certificate and Opinion of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 Counsel as sufficient evidence of the Indenture can elect to (i) convert its Securities pursuant to Article 13 satisfaction of the Indenture or (ii) not have conditions precedent described above for the Issuer to exercise its Securities redeemedright to redeem the Notes, provided that no Additional Amounts which determination 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 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") conclusive and binding 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the IndentureHolders.

Redemption for Tax Reasons. The Company may, at its option, redeem the Securities, in whole but not in part, for an amount 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 after November 3from May •, 2010 2007 onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3from May •, 2010 2007 onwards in the 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 of this redemptionredemption pursuant to Section 13.02, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture this Section 13.01 can elect to (i) convert its Securities pursuant to Article 13 of the Indenture XVI or (ii) 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. 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 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 XVI but wishes to elect to not have its Securities redeemedredeemed 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 notice of redemption, a written Notice of Election upon Tax Redemption (the "“Notice of Election"”) on the back of this Securitythe 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 no later than the close Close of business 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 Close of business 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company Issuer may, at its option, redeem the SecuritiesNotes, in whole but not in partpart (except in respect of certain Excluded Holders), for an amount at a price (the “Tax Redemption Price”) payable in cash and equal to 100% of the Principal Amount principal amount of the Securities, Notes plus accrued and unpaid interest (interest, including Additional AmountsInterest, if any), to, but 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 avoidance of doubt, any Additional Amounts with respect to such Tax Redemption Price"), if the Company has become Issuer has, or would on the next Interest Payment Date would, become obligated to pay to the Holders any Additional Amounts (which that are more than a de minimis amount) as a result of (i) any change or amendment or change occurring after November 3, 2010 in the laws or any rules or regulations of Canada a Relevant Taxing Jurisdiction which such change or any Canadian political subdivision 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) or taxing authority, or (ii) any change occurring after November 3, 2010 or amendment in the an official written interpretation or application of any such laws 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 enactment of any legislation and the formal announcement or publication of any judicial decision or regulatory or administrative determinationinterpretation 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 provided, that the Company 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 that it (y) the Issuer delivers to the Trustee an opinion of Canadian legal outside counsel specializing of recognized standing in taxation and an Officers' Certificate attesting the Relevant Taxing Jurisdiction to such change and obligation the effect that the Issuer has or will become obligated to pay Additional Amounts. The Company will not Amounts as a result of such Change in Tax Law and will not cause any Paying Agent 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 Trustee to deduct from such Redemption Price any amounts on account ofcorresponding Interest Payment Date, or in respect ofthe interest, any Canadian Taxes other than Excluded Taxes (except including Additional Interest, if any, payable in respect of certain Excluded Holders). In such event, the Company will give the Trustee and Interest Payment Date shall be payable to the Holders of record at the Securities 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 such Redemption Price. Notice of a Tax Redemption may not less than 30 days' nor more than 60 days' notice of this redemption, except that (i) the Company will not give notice of redemption be given earlier than 60 days prior to the earliest date on or from which it the Issuer would be obligated to pay any such Additional Amounts, and (ii) Amounts were a payment in respect of the Notes then due 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 the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture 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 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenturegiven.

Redemption for Tax Reasons. The Company may, at its option, redeem the Modified Securities, in 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 November 3[●], 2010 2012 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3[●], 2010 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 of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Modified Securities pursuant to Article 11 XIII of the Indenture can elect to (i) convert its Modified Securities pursuant to Article 13 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 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 13 XVI of the Indenture but wishes to elect to not have its Modified 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 Modified 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 Modified 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 Modified 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company maymay at any time, at its option, redeem the Securities, in 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, at 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 minimus amount, as determined by the Company, acting reasonably) as a result of any amendment or change occurring after November 3March 30, 2010 2005 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3March 30, 2010 2005 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 of this redemptionredemption in accordance with the notice requirements of Section 3.3 of the Indenture, except that (i) the Company will not give notice of redemption Redemption Notice earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. For greater certainty, the Company may elect to 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 notice of redemptionRedemption Notice, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 Section 3.8 of the Indenture can elect to (i) convert its Securities pursuant to Article 13 IV of the Indenture or (ii) 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. 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 13 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 notice of Election 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, Notes also may be redeemed at its option, redeem the Securitiesoption of the Company, in whole but not in part, for an amount at a redemption price equal to 100% 100 per cent. of the Principal Amount principal amount of the SecuritiesNotes to be redeemed, plus together with interest accrued and unpaid interest to the date fixed for redemption, at any time, on giving not less than 30 nor more than 60 days’ notice in accordance with Condition 11 below (including Additional Amounts, if any), to, but excluding, the Redemption Date (the "Redemption Price"which notice shall be irrevocable), if (a) the Company has become or would will become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any change in or amendment to the laws, regulations or change occurring after November 3, 2010 in rulings of the laws United States or any regulations of Canada or any Canadian political subdivision or any taxing authority thereof or therein affecting taxation, or any change in or amendment to an official application, interpretation, administration or enforcement of such laws, regulations or rulings (including a holding by a court of competent jurisdiction in the United 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 change occurring after November 3action has been brought in a court of competent jurisdiction, 2010 in the interpretation United States or application of any such laws political subdivision or regulations by any legislative body, court, governmental agency, taxing authority thereof or regulatory authority therein, including any of those actions specified in (including a) above (whether or not such action was taken or brought with respect to the enactment Company) or any change, clarification, amendment, application or interpretation of such laws, regulations or rulings shall be officially proposed, in any legislation and the publication of any judicial decision case on or regulatory or administrative determination); provided after January 28, 2000 which results in a substantial likelihood that 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 will be required to pay Additional Amounts. The Company will not and will not cause any Paying Agent or Amounts on the Trustee to deduct from next Interest Payment Date; provided, however, that no 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, except that (i) the Company will not give notice of redemption shall be given earlier than 60 90 days prior to the earliest date on which the Company would be, in the case of a redemption for the reasons specified in (a) above, or from which it there would be obligated to pay any such Additional Amounts, and (ii) at the time a substantial likelihood that the Company gives would be, in the noticecase of a redemption for the reasons specified in (b) above, the circumstances creating its obligation obligated to pay such Additional Amounts remain if a payment in effectrespect of the Notes were then due. Upon receiving such Prior to the publication of any notice of redemptionredemption pursuant to this paragraph, each Holder who does not wish to have the Company redeem its Securities pursuant shall deliver to Article 11 of the Indenture can elect to Fiscal Agent (i) convert its Securities pursuant to Article 13 a certificate signed by a duly authorized officer of the Indenture or Company stating that the 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) 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 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 case of redemptiona redemption for the reasons specified in (a) or (b) above, a written Notice opinion of Election (the "Notice independent legal counsel of Election") on the back of this Security, or any other form of written notice substantially similar recognized standing 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 effect that the Company (if the Company is acting as its own Paying Agent), has 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 will become obligated to pay the Redemption Price such Additional Amounts as a result of all Securities (such change or portions thereof) to be redeemed on the Redemption Date amendment or that there 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, substantial likelihood that 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 pay such 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 notice (the "Fundamental Change Notice") of the occurrence of such Fundamental Change and the Fundamental Change Purchase Offer arising Amounts as a result thereofof such action or proposed change, clarification, amendment, application or interpretation, as the case may be. The Company shall be required to purchase Securities in respect of which such offer is accepted by a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase OfferSuch notice, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated once delivered by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase NoticeFiscal Agent, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenturewill be irrevocable.

Redemption for Tax Reasons. The Company may, at its option, redeem the Securities, in 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 November 3March 20, 2010 2008 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3March 20, 2010 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 of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 ARTICLE VIII of the Supplemental Indenture can elect to (i) convert its Securities pursuant to Article 13 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 Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article 13 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. Offer to Purchase By the Company upon a Fundamental Changeat the Option of the Holder on the Repurchase Date. In the event of a Fundamental Change with respect Subject to the Company at any time prior to December 15, 2015terms and conditions of the Indenture, the Company will be required shall become obligated to make an offer to purchase for cash repurchase, at the option of the Holder, all or any portion of the Securities held by such Holder on May 1, 2013 (the "Fundamental Change Purchase OfferRepurchase Date") all outstanding Securities in integral multiples of $1,000 at a purchase repurchase price equal to 100% of the Principal Amount of those Securities plus accrued but and unpaid interest, including Additional Amounts, if any (the "Fundamental Change Purchase Price"), interest up to, but excluding, the purchase date Repurchase Date (the "Fundamental Change Purchase DateRepurchase Price"). 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 notice (the "Fundamental Change Notice") of the occurrence of To exercise 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offerright, a Holder of Securities must shall deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer a Repurchase Notice in the form set forth in the Fundamental Change Purchase Offer Acceptance Repurchase Notice on the back of this Security ("Fundamental Change Purchase Notice")Security, or at any other form of written notice substantially similar to time from 9:00 a.m., New York City time, on the Fundamental Change Purchase Noticedate that is 20 Business Days immediately preceding the Repurchase Date until 5:00 p.m., in each caseNew York City time, duly completed and signed, with appropriate signature guaranteeon the Repurchase Date, and (ii) such Securities that the Holder holder wishes to tender for purchase repurchase by the Company pursuant to the Fundamental Change OfferCompany, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering Company to the Paying Agent a written notice as set forth in the Indenture. If cash sufficient to pay the Repurchase Price of withdrawal in accordance all Securities or portions thereof to be purchased on the Repurchase Date is deposited with the provisions Paying Agent on the Business Day following the Repurchase Date, the Holder thereof shall have no other rights as such (other than the right to receive the Repurchase Price upon surrender of the Indenturesuch Security).

Redemption for Tax Reasons. The Company may, 2020 Notes also may be redeemed at its option, redeem the Securitiesoption of the Company, in whole but not in part, for an amount at a redemption price equal to 100% 100 per cent. of the Principal Amount principal amount of the Securities2020 Notes to be redeemed, plus together with interest accrued and unpaid interest to the date fixed for redemption, at any time, on giving not less than 30 nor more than 60 days’ notice in accordance with Condition 11 below (including Additional Amounts, if any), to, but excluding, the Redemption Date (the "Redemption Price"which notice shall be irrevocable), if (a) the Company has become or would will become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any change in or amendment to the laws, regulations or change occurring after November 3, 2010 in rulings of the laws United States or any regulations of Canada or any Canadian political subdivision or any taxing authority thereof or therein affecting taxation, or any change in or amendment to an official application, interpretation, administration or enforcement of such laws, regulations or rulings (including a holding by a court of competent jurisdiction in the United 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 change occurring after November 3action has been brought in a court of competent jurisdiction, 2010 in the interpretation United States or application of any such laws political subdivision or regulations by any legislative body, court, governmental agency, taxing authority thereof or regulatory authority therein, including any of those actions specified in (including a) above (whether or not such action was taken or brought with respect to the enactment Company) or any change, clarification, amendment, application or interpretation of such laws, regulations or rulings shall be officially proposed, in any legislation and the publication of any judicial decision case on or regulatory or administrative determination); provided after December 7, 2005 which results in a substantial likelihood that 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 will be required to pay Additional Amounts. The Company will not and will not cause any Paying Agent or Amounts on the Trustee to deduct from next Interest Payment Date; provided, however, that no 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, except that (i) the Company will not give notice of redemption shall be given earlier than 60 90 days prior to the earliest date on which the Company would be, in the case of a redemption for the reasons specified in (a) above, or from which it there would be obligated to pay any such Additional Amounts, and (ii) at the time a substantial likelihood that the Company gives would be, in the noticecase of a redemption for the reasons specified in (b) above, the circumstances creating its obligation obligated to pay such Additional Amounts remain if a payment in effectrespect of the 2020 Notes were then due. Upon receiving such Prior to the publication of any notice of redemptionredemption pursuant to this paragraph, each Holder who does not wish to have the Company redeem its Securities pursuant shall deliver to Article 11 of the Indenture can elect to Fiscal Agent (i) convert its Securities pursuant to Article 13 a certificate signed by a duly authorized officer of the Indenture or Company stating that the 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) 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 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 case of redemptiona redemption for the reasons specified in (a) or (b) above, a written Notice opinion of Election (the "Notice independent legal counsel of Election") on the back of this Security, or any other form of written notice substantially similar recognized standing 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 effect that the Company (if the Company is acting as its own Paying Agent), has 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 will become obligated to pay the Redemption Price such Additional Amounts as a result of all Securities (such change or portions thereof) to be redeemed on the Redemption Date amendment or that there 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, substantial likelihood that 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 pay such 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 notice (the "Fundamental Change Notice") of the occurrence of such Fundamental Change and the Fundamental Change Purchase Offer arising Amounts as a result thereofof such action or proposed change, clarification, amendment, application or interpretation, as the case may be. The Company shall be required to purchase Securities in respect of which such offer is accepted by a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase OfferSuch notice, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated once delivered by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase NoticeFiscal Agent, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenturewill be irrevocable.

Redemption for Tax Reasons. The If at any time subsequent to the issuance of the Step-Up Notes, as a result of any change in or amendment to the laws, regulations or governmental policy having the force of law or in the official interpretation or application thereof of Argentina (or of any political subdivision or taxing authority thereof or therein) or any execution of or amendment to, any treaty or treaties affecting taxation to which Argentina (or such political subdivision or taxing authority) is a party, which change or amendment becomes effective after the date of the 10-Year Notes Indenture, the Company mayis required, at its optionor would be required on the next succeeding interest payment date, redeem to pay Additional Amounts in respect of payments on the SecuritiesStep-Up Notes and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company (which shall not include any adverse modification of the terms of the 10-Year Notes Indenture or the Step-Up Notes), in then the Step-Up Notes may be redeemed as a whole (but not in part), for 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 the Principal Amount of the Securities, plus their principal amount together with accrued and unpaid interest (including Additional Amounts, if any), to, but excludingthereon 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 Date, (the "Redemption Price"), if i) a certificate signed by two directors of the Company has become or would become obligated stating that the obligation to pay to the Holders such Additional Amounts (which are more than 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 cannot be avoided 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 (ii) an opinion of Canadian independent legal counsel specializing in taxation and an Officers' Certificate attesting of recognized standing to such change and obligation the effect that the Company has or will become obligated to pay such Additional AmountsAmounts as a result of such change, amendment or executed or amended treaty. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account ofSuch certificate, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, once delivered by the Company to the Trustee, will give the Trustee be irrevocable and the Holders of the Securities not less than 30 days' nor more than 60 days' notice of this redemption, except that (i) upon its delivery the Company will not give shall be obligated to make the payment or payments referred to therein. No notice of redemption may be given earlier than 60 90 days prior to the earliest date on or from which it the Company would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain were a payment in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 respect of the Indenture can elect to (i) convert its Securities pursuant to Article 13 of Step-Up Notes then due. The certificate shall additionally specify 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 Redemption Date and all other information necessary for 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 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 publication and mailing by the Company for Trustee of notices of such purpose in redemption. The Trustee shall be entitled to rely conclusively upon 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, information 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 furnished 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 certificate 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 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 under no duty to purchase Securities in respect of which such offer is accepted by a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept check the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), accuracy or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenturecompleteness thereof.

Redemption for Tax Reasons. The Company may, at its option, redeem the Securities, in whole but not in part, for an amount at a Redemption Price equal to 100% of the Principal Amount of the Securities, plus principal amount thereof together with accrued and unpaid interest (including Additional Amountsinterest, if any), to, but excluding, the Redemption Date (the "Redemption Price")Date, 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 November 3December 2, 2010 2003 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3December 2, 2010 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 of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 Section 308 of the Indenture can elect to (i) convert its Securities pursuant to Article 13 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 Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article 13 Ten 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 ElectionNOTICE 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 Close of business 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 Close of business 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, at its option, shall have the right to redeem the SecuritiesNotes, in whole but not in part, for an amount equal to 100% of the Principal Amount of the Securities, plus accrued and unpaid interest part (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 other than a de minimis amount) as a result of a Holder having delivered a Notice of Election) at the Redemption Price, if (1) there is any change or amendment (including any announced prospective change or change occurring after November 3, 2010 in amendment) to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any Canadian political subdivision or taxing authorityauthority thereof or therein, affecting taxation, or any change occurring after November 3, 2010 in the application or interpretation of such laws, regulations or application of any such laws or regulations rulings by any applicable legislative body, court, governmental agency, taxing authority agency or regulatory authority (including the enactment of Canada or of any legislation and 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 publication Company of legal counsel of recognized standing, as a result of such change or amendment, the Company has or will (assuming, in the case of any judicial decision announced prospective change or regulatory amendment, that such announced change or administrative determination); provided amendment will become effective as of the date specified in such announcement and in the form announced) become obligated to 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 Original Indenture and (2) the Company (or its successor), in its business judgment, determines that such obligation cannot avoid these obligations be avoided by taking the use of reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers' Officer's 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 Notes not less than 30 days' nor more than 60 days' notice of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities Notes pursuant to Article 11 Section 5.02 of the First Supplemental Indenture can elect to (i) convert its Securities Notes pursuant to Article 13 Four of the First Supplemental Indenture or (ii) not have its Securities 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 of interest or principal with respect to the Securities Notes after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes 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 Securities Notes redeemed without any further action. If a Holder does not elect to convert its Securities Notes pursuant to Article 13 Four of the First Supplemental Indenture but wishes to elect to not have its Securities redeemedNotes 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 notice of redemption, a written Notice of Election upon Tax Redemption (the "Notice of Election") on the back of this Securitythe Notes, 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, Notes also may be redeemed at its option, redeem the Securitiesoption of the Company, in whole but not in part, for an amount at a redemption price equal to 100% 100 per cent. of the Principal Amount principal amount of the SecuritiesNotes to be redeemed, plus together with interest accrued and unpaid interest to the date fixed for redemption, at any time, on giving not less than 30 nor more than 60 days’ notice in accordance with Condition 11 below (including Additional Amounts, if any), to, but excluding, the Redemption Date (the "Redemption Price"which notice shall be irrevocable), if (a) the Company has become or would will become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any change in or amendment to the laws, regulations or change occurring after November 3, 2010 in rulings of the laws United States or any regulations of Canada or any Canadian political subdivision or any taxing authority thereof or therein affecting taxation, or any change in or amendment to an official application, interpretation, administration or enforcement of such laws, regulations or rulings (including a holding by a court of competent jurisdiction in the United 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 change occurring after November 3action has been brought in a court of competent jurisdiction, 2010 in the interpretation United States or application of any such laws political subdivision or regulations by any legislative body, court, governmental agency, taxing authority thereof or regulatory authority therein, including any of those actions specified in (including a) above (whether or not such action was taken or brought with respect to the enactment Company) or any change, clarification, amendment, application or interpretation of such laws, regulations or rulings shall be officially proposed, in any legislation and the publication of any judicial decision case on or regulatory or administrative determination); provided after December 2, 2002 which results in a substantial likelihood that 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 will be required to pay Additional Amounts. The Company will not and will not cause any Paying Agent or Amounts on the Trustee to deduct from next Interest Payment Date; provided, however, that no 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, except that (i) the Company will not give notice of redemption shall be given earlier than 60 90 days prior to the earliest date on which the Company would be, in the case of a redemption for the reasons specified in (a) above, or from which it there would be obligated to pay any such Additional Amounts, and (ii) at the time a substantial likelihood that the Company gives would be, in the noticecase of a redemption for the reasons specified in (b) above, the circumstances creating its obligation obligated to pay such Additional Amounts remain if a payment in effectrespect of the Notes were then due. Upon receiving such Prior to the publication of any notice of redemptionredemption pursuant to this paragraph, each Holder who does not wish to have the Company redeem its Securities pursuant shall deliver to Article 11 of the Indenture can elect to Fiscal Agent (i) convert its Securities pursuant to Article 13 a certificate signed by a duly authorized officer of the Indenture or Company stating that the 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) 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 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 case of redemptiona redemption for the reasons specified in (a) or (b) above, a written Notice opinion of Election (the "Notice independent legal counsel of Election") on the back of this Security, or any other form of written notice substantially similar recognized standing 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 effect that the Company (if the Company is acting as its own Paying Agent), has 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 will become obligated to pay the Redemption Price such Additional Amounts as a result of all Securities (such change or portions thereof) to be redeemed on the Redemption Date amendment or that there 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, substantial likelihood that 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 pay such 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 notice (the "Fundamental Change Notice") of the occurrence of such Fundamental Change and the Fundamental Change Purchase Offer arising Amounts as a result thereofof such action or proposed change, clarification, amendment, application or interpretation, as the case may be. The Company shall be required to purchase Securities in respect of which such offer is accepted by a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase OfferSuch notice, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated once delivered by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase NoticeFiscal Agent, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenturewill be irrevocable.

Redemption for Tax Reasons. The Company may, at its option, Issuer may redeem the SecuritiesNotes prior to maturity in whole, in 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 on not more than 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 60 days’ notice 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 ’ notice (with written notice to the Trustee no less than 60 days' 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 this redemptionsuch Notes plus any accrued interest and Additional Amounts to, except 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 (i1) the Company will not give no notice of redemption may be given earlier than 60 90 days prior to the earliest date on or from which it we would be obligated to pay any such the Additional Amounts, Amounts giving rise to the redemption if a payment on the applicable Notes were then due and (ii2) at the time such notice of redemption is given the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain remains in effect. Upon receiving such notice For the avoidance of redemptiondoubt, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 entering into effect on a future date of the Indenture can elect 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) convert its Securities pursuant to Article 13 an opinion of independent tax counsel of recognized expertise in the laws 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 Relevant Taxing Jurisdiction selected by the Issuer 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 Holder will have its Securities redeemed without any further action. If effect that 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 change in law 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, described above exists and (ii) such Securities an Officer’s Certificate to the effect that the Holder wishes it cannot avoid its obligation to tender for purchase pay Additional Amounts by the Company pursuant Issuer taking reasonable measures available to the Fundamental Change Offer, duly endorsed for transfer to the Companyit. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to The Trustee and the Paying Agent a written notice shall accept and shall be entitled to conclusively rely upon such Officer’s Certificate and opinion of withdrawal in accordance with the provisions counsel as sufficient evidence of the Indenturesatisfaction 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 Company may, at its option, redeem the Securities, in 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 November 3May •, 2010 2007 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3May •, 2010 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 of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 XIII of the Indenture can elect to (i) convert its Securities pursuant to Article 13 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 Holder will have its Securities redeemed without any further action. If a Holder does not elect to convert its Securities pursuant to Article 13 XVI 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 dulx xxmpleted 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company maySecurities may be redeemed, at its option, redeem the Securitiesoption of the Company, in whole but not in part, for an amount at any time, at a price equal to 100% of the Principal Amount of the Securities, outstanding principal amount thereof plus accrued and unpaid interest (including Additional Amountsinterest, if any), to, but excluding, to the Redemption Date redemption date (subject to the "Redemption Price")right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and including Additional Amounts payable in respect of such payment, if the Company has become or would become obligated to pay determines and certifies to the Holders Additional Amounts (which are more than a de minimis amount) Trustee immediately prior to the giving of such notice that as a result of any amendment to, or change occurring after November 3in, 2010 in the laws (or any regulations or rulings promulgated thereunder) of Canada Mexico or any Canadian political subdivision thereof or taxing authorityauthority therein, or any amendment to or change occurring after November 3, 2010 in the an official interpretation or application of any regarding such laws laws, regulations or regulations by any legislative bodyrulings, courtwhich amendment, governmental agencychange, taxing authority application or regulatory authority (including the enactment of any legislation and the publication of any judicial decision interpretation becomes effective on or regulatory or administrative determination); provided after July 15, 1997, the Company cannot avoid these obligations by pays, or would be obligated for reasons outside its control, and after 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 avoid such obligation, to such change and obligation to pay 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 Amounts in respect of certain Excluded Holdersany Security pursuant to the terms 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"). In such event; provided, 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 redemptionhowever, except that (i) the Company will not give notice of such redemption shall not be given earlier than 60 90 days prior to the earliest date on or from which it would the Company would, but for such redemption, be obligated to pay any such Excessive Additional Amounts, Amounts and (ii) at the time the Company gives the noticesuch notice is given, the circumstances creating its Company's obligation to pay such Additional Amounts remain (including any Excessive Additional Amounts) remains in effect. Upon receiving ; provided further, however, that such notice of redemption, each Holder who does shall not wish to have be deemed effectively given if on the Company redeem its Securities pursuant to Article 11 of the Indenture 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 date 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 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 which 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, 2015given, the Company will be required no longer has an obligation to make an offer to purchase for cash (the "Fundamental Change Purchase Offer") all outstanding Securities at pay Excessive Additional Amounts as a purchase price equal result of a subsequent change in law. Prior to the Principal Amount plus accrued but unpaid interest, including Additional Amounts, if publication of 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 notice of a Fundamental Change with respect redemption pursuant to the Companythis Section, the Company shall mail deliver to the Trustee (a) an Officers' Certificate stating that the Company is entitled to effect such redemption and all Holders setting forth a statement of facts showing that the conditions precedent to the right of the Securities at their addresses shown in Company so to redeem have occurred and (b) an opinion of Mexican legal counsel acceptable to the Security Register, and Trustee to beneficial owners of the Securities as may be required by applicable law, a notice (effect that the "Fundamental Change Notice") of the occurrence of Company has or will become obligated to pay such Fundamental Change and the Fundamental Change Purchase Offer arising Excessive Additional Amounts as a result thereof. The Company shall be required of an amendment or change referred to purchase Securities in respect of which such offer is accepted by a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the IndentureSection.

Redemption for Tax Reasons. The Company may, If at its option, redeem the Securities, in 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 any time subsequent to the Holders Additional Amounts (which are more than a de minimis amount) issuance of Securities of any series as a result of any change in, or amendment or change occurring after November 3to, 2010 in the laws or regulations or rulings of The 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 of Canada or rulings or any Canadian political subdivision amendment to or taxing authoritychange in the application or official interpretation of such laws, regulations or rulings, the Company, or the Parent Guarantor, as the case may be, becomes, or will become, obligated to pay any change occurring after November 3, 2010 in the interpretation or application of any Additional Amounts and such laws or regulations obligations cannot be avoided 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 or, if applicable, the Parent Guarantor 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 eventit, the Company will give Securities of any such series shall be redeemable as a whole (but not in part), at the Trustee and the Holders option of the Securities Company or, if applicable, the Parent Guarantor, at any time upon not less than 30 days' nor more than 60 days' notice given to the Holders at the principal amount of such Securities together with accrued interest thereon (of, if 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 redemptionseries as described in this paragraph, except that (i) the Company will or the Parent Guarantor, if applicable, shall deliver to the Trustee not give notice of redemption earlier more than 60 nor less than 30 days prior to the earliest date on or from which it would Tax Redemption Date: (i) a written notice stating that the Securities of this series are to be obligated to pay any such Additional Amounts, redeemed as a whole and (ii) at the time an opinion of independent legal counsel of recognized standing selected by the Company gives to the noticeeffect that the Company or the Parent Guarantor, as the circumstances creating its obligation case may be, has or will become obligated to pay such Additional Amounts remain in effectas a result of such change or amendment. Upon receiving such The notice of redemption, each Holder who does not wish to have shall additionally specify the Company redeem its Securities pursuant to Article 11 of the Indenture 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 Tax Redemption Date. All future payments will The Trustee shall be subject entitled to rely conclusively upon 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 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 information so furnished by the Company for or the Parent Guarantor in 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 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 under no duty to purchase Securities in respect of which such offer is accepted by a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept check the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), accuracy or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenturecompleteness thereof.

Redemption for Tax Reasons. The Company Issuer may, at its option, offer to redeem the SecuritiesNotes, in whole but not in partpart (except in respect of certain Excluded Holders), for an amount at a price (the “Tax Redemption Price”) payable in cash and equal to 100% of the Principal Amount principal amount of the Securities, Notes plus accrued and unpaid interest (interest, including Additional AmountsInterest, if any), to, but excluding, the Tax Redemption Date (Date, and including, for the "avoidance of doubt, any Additional Amounts with respect to such Tax Redemption Price"), if the Company has become Issuer has, or would on the next Interest Payment Date would, become obligated to pay to the Holders Additional Amounts (which that are more than a de minimis amount) as a result of any change or amendment occurring on or change occurring after November 3, 2010 the Issue Date in the laws or any rules or regulations of Canada or any Canadian political subdivision or taxing authority, a Relevant Taxing Jurisdiction or any change occurring or amendment on or after November 3the Issue Date in an interpretation, 2010 in the interpretation administration or application of any such laws 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 enactment of any legislation and the formal announcement or publication of any judicial decision or regulatory or administrative determinationinterpretation 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 redemption, a “Tax Redemption”); provided provided, that the Company Issuer may only elect a Tax Redemption if (x) the Issuer cannot avoid these obligations by taking commercially reasonable measures available to it and that it (y) the Issuer delivers to the Trustee Holders an opinion of Canadian outside legal counsel specializing of recognized standing in taxation the Relevant Taxing Jurisdiction and an Officers' Officer’s Certificate attesting to such change Change in Tax Law and obligation to pay Additional Amounts. The Company will not ; provided further, that if the Redemption Date occurs after a Regular Record Date and will not cause any Paying Agent on 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, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the noticecorresponding Interest Payment Date, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture 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 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 AmountsInterest, if any, cease payable in respect of such Interest Payment Date shall be payable to accrue 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 Securities or portions thereof. Offer to Purchase By Note, including, for the Company upon a Fundamental Change. In the event avoidance of a Fundamental Change doubt, any Additional Amounts 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 such Redemption 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company If in the written opinion of independent counsel chosen by the Issuer and reasonably acceptable to the Fiscal Agent, the 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, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the Relevant Jurisdiction or any political subdivision or taxing authority thereof or therein, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, (b) any action taken by 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 decision rendered by a court of competent jurisdiction in the Relevant Jurisdiction or any political subdivision thereof or therein, whether or not such decision was rendered with respect to the 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 those affecting the Issuer and/or the Guarantor or (e) any change, amendment, application, interpretation or execution of 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 and/or Guarantor determines that such obligation cannot be avoided by the use of reasonable measures then available to the Issuer 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 SecuritiesNotes in whole, in whole but not in part, for an amount at a redemption price equal to 100% of the Principal Amount of the Securities, principal amount thereof plus accrued and unpaid interest (including Additional Amountsinterest, 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 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 date fixed for redemption; PROVIDED that no 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 of this redemption, except that (i) the Company will not give notice of redemption shall be given earlier than 60 90 days prior to the earliest date on which the Issuer, or from which it as the case may be, the Guarantor, would be obligated to pay any such Additional Amountsadditional amounts were a payment in respect to the Notes due on such date and, and (ii) at the time the Company gives the noticesuch notification of redemption is given, the circumstances creating its such obligation to pay such Additional Amounts remain additional amounts remains in effect. Upon receiving such Prior to the publication of any notice of redemption, each Holder who does not wish to have the Company redeem its Securities redemption pursuant to Article 11 of the Indenture 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 madethis paragraph, the 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 Issuer shall deliver to the Company Fiscal Agent (if 1) a certificate stating that the Company Issuer is acting as its own Paying Agent)entitled to effect such redemption and that the conditions precedent to the right of the Issuer to so redeem have occurred and (2) an opinion of independent counsel chosen by the Issuer and reasonably acceptable to the Fiscal Agent to the effect that the Issuer, or as the case may be, the Guarantor, has or will become obligated 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") pay additional amounts 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the IndentureNotes.

Redemption for Tax Reasons. The Except as otherwise specified pursuant to Section 301 for the Securities of any series, if, as a result of any change in or any amendment to the laws, regulations or published tax rulings of the Applicable Taxing Jurisdiction 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 the Securities of any series, which change or amendment becomes effective on or after the original issue date of such 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 (a) the 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 such Securities and (b) such obligation cannot be avoided by the Company or the Guarantor taking reasonable measures available to it, the Company may, at its option, redeem the Securities, in whole 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 partthis Indenture, for an amount at a Redemption Price equal to 100% of the Principal Amount of the Securities, principal amount thereof 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 Interest to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after November 3date fixed for 83 redemption; provided, 2010 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authorityhowever, 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 of this redemption, except that (ix) the Company will not give no such notice of redemption may be given earlier than 60 days prior to the earliest date on or from which it the Company would be obligated to pay any such Additional Amounts, amounts were a payment then due in respect of such Securities and (iiy) at the time the Company gives the noticeany such redemption notice is given, the circumstances creating its such obligation to pay such Additional Amounts must remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have If (a) the Company redeem shall have on any date (the "Succession Date") consolidated with or merged into, or conveyed or transferred or leased its Securities properties and assets as an entirety or substantially as an entirety to, any Successor which is organized under the laws of any jurisdiction other than the 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 Article 11 of the Indenture can elect to (i) convert its Securities pursuant to Article 13 of the Indenture or (ii) not have its the terms of such Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with in 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 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 payments that it 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 such Securities and (c) such obligation cannot be avoided by the 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 repayment of any principal amount of Securities pursuant to such 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 Indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the Company shall mail same to the Trustee and all 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 purchase of any Securities by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Holders of the such Securities at their addresses shown in the Security Register, and to beneficial owners of the Securities as may be required by applicable law, a 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or 84 before the close of business on the third Business Day immediately preceding repayment date an amount not less than the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase repayment price payable by the Company pursuant on repayment of such Securities, and the obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the Fundamental Change Offer, duly endorsed for transfer to the Companyextent such payment is so paid by such purchasers. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.ARTICLE THIRTEEN

Redemption for Tax Reasons. The Company maymay at any time, at its option, redeem the Securities, in 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, at the Redemption Date (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 a de minimis minimus amount, as determined by the Company, acting reasonably) as a result of any amendment or change occurring after November 3March 30, 2010 2005 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3March 30, 2010 2005 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 Opinion of Canadian legal counsel 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 redemptionredemption in accordance with the notice requirements set forth in Section 3.3, except that (i) the Company will not give notice of redemption a Redemption Notice earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. For greater certainty, the Company may elect to 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 notice of redemptionRedemption Notice, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture this Section 3.8 can elect to (i) convert its Securities pursuant to Article 13 of the Indenture IV or (ii) 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. 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 13 of the Indenture IV but wishes to elect to not have its Securities redeemedredeemed 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 notice of redemptionRedemption Notice, a written Notice of Election upon Tax Redemption (the "Notice of Election") on the back of this Securitythe 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 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 redemptionRedemption Notice, a written notice of withdrawal prior to the close of business on the Business Day prior to immediately preceding 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, at its option, redeem the Securities, in whole but not in part, for an amount 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 after November 3from March 20, 2010 2008 onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3from March 20, 2010 2008 onwards in the 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 of this redemptionredemption pursuant to Section 8.02, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture this Section 8.01 can elect to (i) convert its Securities pursuant to Article 13 of the Indenture ARTICLE XI or (ii) 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. 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 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 ARTICLE XI but wishes to elect to not have its Securities redeemedredeemed 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 notice of redemption, a written Notice of Election upon Tax Redemption (the "Notice of Election") on the back of this Securitythe 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 no later than the close Close of business 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 Close of business Business on the Business Day prior to the Redemption Date. If cash sufficient This Section 8.01 shall apply to pay the Redemption Price Securities in lieu of all Securities (or portions thereof) Section 1108 of the Base Indenture, which shall be deemed to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m.replaced in its entirety, 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 purposes 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the IndentureSecurities.

Redemption for Tax Reasons. The Company may, at its option, redeem the Securities, in 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 November 3, 2010 [Date of Indenture] in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3, 2010 [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 of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture 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 Holder will have its Securities redeemed without any further actionaction 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, duly 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, on 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 December 15, 2015[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 Change 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("“Fundamental Change Purchase Notice"”), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. (a) The Company may, at its option, offer to redeem the Securities, in whole but not in partpart (except in respect of certain Excluded Holders), for an amount at a price (the “Redemption Price”) payable in cash and equal to 100% of the Principal Amount principal amount of the Securities, Notes plus accrued and unpaid interest (interest, including Additional AmountsInterest, if any), to, but excluding, the Redemption Date (Date, and including, for the "avoidance of doubt, any Additional Amounts with respect to such Redemption Price"), if the Company has become has, or would on the next Interest Payment Date would, become obligated to pay to the Holders Additional Amounts (which that are more than a de minimis amount) as a result of any change or amendment occurring on or change occurring after November 3the date of the Offering Memorandum, 2010 or in the case of a successor, after the date such successor assumes all of our obligations under the Notes and this Indenture, in the laws or any rules or regulations of Canada or any Canadian political subdivision or taxing authority, a Relevant Taxing Jurisdiction or any change occurring or amendment on or after November 3the date of the Offering Memorandum, 2010 or in the interpretation case of a successor, after the date such successor assumes all of our obligations under the Notes and this Indenture, in an interpretation, administration or application of any such laws 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 enactment of any legislation and the announcement or publication of any judicial decision or regulatory or administrative interpretation or determination) (a “Change in Tax Law” and such redemption, a “Tax Redemption”); provided provided, that the Company may only elect a Tax Redemption if (x) the Company cannot avoid these obligations by taking commercially reasonable measures available to it and that it (y) the Company delivers to the Trustee an opinion of Canadian outside legal counsel specializing of recognized standing in taxation the Relevant Taxing Jurisdiction and an Officers' ’ Certificate attesting to such change Change in Tax Law and obligation to pay Additional Amounts. The Company will not ; provided further, that if the Redemption Date occurs after a Regular Record Date and will not cause any Paying Agent on or prior to the Trustee to deduct from such Redemption Price any amounts on account ofcorresponding Interest Payment Date, or in respect ofthe interest, any Canadian Taxes other than Excluded Taxes (except including Additional Interest, if any, payable in respect of certain Excluded Holders). In such event, the Company will give the Trustee and Interest Payment Date shall be payable to the Holders of the Securities not less than 30 days' nor more than 60 days' notice of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) record at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture 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 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 corresponding Regular Record Date. If cash sufficient to pay , and the Redemption Price payable to the Holder whose Note is redeemed will be equal to 100% of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with principal amount of such Note, including, for the Paying Agent prior to 10:00 a.m.avoidance of doubt, New York City time, on the Redemption Date, then on such Redemption Date, interest, including any 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 Amounts 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 such Redemption 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2018 Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2018 Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the 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 any amendment or change occurring after November 330, 2010 2015 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 330, 2010 2015 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 2018 Securities not less than 30 thirty (30) days' ’ nor more than 60 sixty (60) days' ’ notice of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 sixty (60) days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2018 Securities pursuant to Article 11 XIII of the Indenture can elect to (i) convert its 2018 Securities pursuant to Article 13 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 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 13 XVI of the Indenture but wishes to elect to not have its 2018 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 2018 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 (5) 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 2018 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, shall cease to accrue on such 2018 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2018 Interest Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2018 Interest Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the 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 any amendment or change occurring after November 330, 2010 2015 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 330, 2010 2015 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 2018 Interest Securities not less than 30 thirty (30) days' ’ nor more than 60 sixty (60) days' ’ notice of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 sixty (60) days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2018 Interest Securities pursuant to Article 11 XIII of the Indenture can elect to (i) convert its Securities pursuant to Article 13 of the Indenture or (ii) 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 Holder will have its 2018 Interest 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 2018 Interest 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 2018 Interest 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 (5) 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 2018 Interest 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, shall cease to accrue on such 2018 Interest 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, at its option, redeem the Securities, in whole but not in part, for an amount at a Redemption Price equal to 100% of the Principal Amount of the Securities, plus principal amount thereof together with accrued and unpaid interest (including Additional Amountsinterest, if any), to, but excluding, the Redemption Date (the "Redemption Price")Date, 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 November 3December 2, 2010 2003 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3December 2, 2010 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 of this redemptionredemption pursuant to Section 304, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture this Section 308 can elect to (i) convert its Securities pursuant to Article 13 of the Indenture Ten or (ii) 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. 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 13 of the Indenture Ten but wishes to elect to not have its Securities redeemedredeemed 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 notice of redemption, a written Notice of Election upon Tax Redemption (the "Notice of ElectionNOTICE OF ELECTION") on the back of this Securitythe 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 no later than the close Close of business 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 Close of business 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 thereofSECTION 309. Offer to Purchase By the Company upon a Fundamental ChangePURCHASE AT THE OPTION OF HOLDERS UPON A DESIGNATED EVENT. In the event of a Fundamental Change Designated Event with respect to the Company at any time prior to December 15, 2015Company, the Company will be required to make an offer to purchase for cash (the "Fundamental Change Purchase OfferDESIGNATED EVENT PURCHASE OFFER") all outstanding Securities in positive integral multiples of $1,000 principal amount at a purchase price equal to 100% of the Principal Amount principal amount of such Securities ("DESIGNATED EVENT PURCHASE PRICE") plus any accrued but and unpaid interest, including Additional Amounts, if any (the "Fundamental Change Purchase Price"), up interest to, but excluding, the purchase date (the "Fundamental Change Designated 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 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 a Holder no later than 30 Business Days after a Fundamental Change Designated Event Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security mailed ("Fundamental Change Purchase NoticeDESIGNATED EVENT PURCHASE DATE"), or any other form . Within 30 Business Days after the occurrence of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, a Designated Event with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer respect to the Company. Holders have , the right to withdraw any Fundamental Change Purchase Notice by delivering Company shall mail to the Paying Agent a written notice of withdrawal in accordance with the provisions Trustee and all Holders of the Indenture.Securities at their addresses shown in the register of the Registrar, and to beneficial owners of the 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 Company may, at its option, redeem the Securities, in 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 November 3, 2010 [Date of Indenture] in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3, 2010 [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 of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture 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 Holder will have its Securities redeemed without any further actionaction 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, duly 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, on 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 December 15, 2015[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 Change 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("“Fundamental Change Purchase Notice"”), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, at its option, redeem the Securities, in whole but not in part, for an amount at a Redemption Price equal to 100% of the Principal Amount of the Securities, plus principal amount thereof together with accrued and unpaid interest (including Additional Amountsinterest, if any), to, but excluding, excluding the Redemption Date (the "Redemption Price"), redemption date if the Company has become or would become obligated to pay to the Holders any Additional Amounts (which are more than a de minimis DE MINIMIS amount) as a result of any amendment or change occurring after November 3February 27, 2010 2003 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after November 3February 27, 2010 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 determinationpolicies 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 Taxes other than Excluded Taxes withholding 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 daysBusiness Days' nor more than 60 daysBusiness Days' notice of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 days Business Days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, no later than the close of business on the Business Day prior to the redemption date, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture 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 by the Company on any payment of interest or principal with respect to the its Securities after such Redemption Dateredemption 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 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities holder must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase notice of redemption a written Notice and of Election so as to be received by the Trustee, on or before Paying Agent no later than the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar prior to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the redemption date. A Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to may withdraw any Fundamental Change Purchase Notice of Election by delivering to the Paying Agent a written notice of withdrawal in accordance with prior to the provisions close of business on the IndentureBusiness Day prior to the redemption date.

Redemption for Tax Reasons. The Company may, at its option, redeem the SecuritiesDebt Securities may be redeemed, in whole but not in part, for an amount upon giving no fewer than 30 and no more than 60 days’ notice to the Holders (which notice will be irrevocable), at the Province’s option at a redemption price equal to 100% of the Principal Amount outstanding principal amount of the Debt Securities, plus accrued and unpaid interest (including to the redemption date and any Additional Amounts, if any)if, 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 change in, or amendment or change occurring after November 3to, 2010 in the laws (or any regulations or rulings promulgated thereunder) of Canada Argentina or any Canadian other Relevant Taxing Jurisdiction (other than the Province or any political subdivision or taxing authorityauthority thereof), or any change occurring after November 3, 2010 in the official application, administration or interpretation of such laws, regulations or application rulings (including a holding by a court of competent jurisdiction) in Argentina or any such laws other Relevant Taxing Jurisdiction other than, for the avoidance of doubt, the Province or regulations by any legislative body, court, governmental agency, political subdivision or taxing authority thereof, that the Province has or regulatory authority will become obligated to pay Additional Amounts if such change or amendment is announced and will become effective on or after the issue date of the Debt Securities (including or if the enactment applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the issue date of any legislation the Debt Securities, after such later date) and the publication of any judicial decision or regulatory or administrative determination); provided the Company such obligation cannot avoid these obligations be avoided by the Province taking reasonable measures available to it and (including, without limitation, taking reasonable measures to change the paying agent; provided, however, 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 shall not require the Province 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 ofincur material additional costs, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holderslegal or regulatory burdens). In ; provided that no 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, except that (i) the Company will not give notice of redemption will be given earlier than 60 days prior to the earliest date on or from which it the Province would be obligated to pay any such Additional Amounts, and (ii) were a payment in respect of the Debt Securities then due. Prior to the giving of notice of redemption of Debt Securities pursuant to the Indenture, the Province will deliver to the Trustee an Official’s Certificate to the effect that the Province is or at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture 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 redemption will be payable on any payment of interest or principal with respect entitled to the Securities after effect 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 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company redemption pursuant to the Fundamental Change OfferIndenture, duly endorsed for transfer and setting forth in reasonable detail the circumstances giving rise to such right of redemption. The Official’s Certificate will be accompanied by a written opinion of recognized counsel in the relevant jurisdiction independent of the Province to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.effect, among other things, that:

Redemption for Tax Reasons. The Company may, at its option, redeem the Securities, in whole but not in part, for an amount 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 after November 3, 2010 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 after November 3, 2010 from [Date of Indenture] onwards in the 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 of this redemptionredemption pursuant to Section 11.2, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its Securities pursuant to Article 11 of the Indenture this Section 11.1 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 by the Company 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 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 Ten but wishes to elect to not have its Securities redeemedredeemed 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 notice of redemption, a written Notice of Election upon Tax Redemption (the "Notice of Election") on the back of this Securitythe 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 no later than the close Close of business 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 Close of business 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 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 a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.