Common use of Special Tax Redemption Clause in Contracts

Special Tax Redemption. Any Payor (as defined below) may elect to redeem the outstanding Senior Notes, in whole but not in part, at any time, upon not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, at a Redemption Price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed for redemption (a “Tax Redemption Date”), and Additional Amounts (as defined below), if any, then due or becoming due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A) a change or amendment in the laws or treaties (including any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; or (B) any change or amendment in the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to such Payor. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such payment or withholding. Prior to the delivery or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Notes.

Special Tax Redemption. Any Payor (as defined below) The Company may elect to redeem the outstanding Senior Notes, in whole but not in part, at any time, upon not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, at a Redemption Price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed for redemption (a “Tax Redemption Date”), and Additional Amounts (as defined below)Amounts, if any, then due or becoming due on the Tax Redemption Date in the event (i) such Payor the Company is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A) a change or amendment in the laws or treaties (including any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; or (B) any change or amendment in the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor the Company has determined in its business judgment that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to such Payorthe Company. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor the Company would, but for such redemption, be obligated to make such payment or withholding or later than 90 days after such Payor the Company is first obligated to make such payment or withholding. Prior to the delivery or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor the Company shall deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor the Company to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 204 exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Notes.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of ---------------------- the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a redemption price (each, a "Redemption Price Price") equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereonand Liquidated Damages, if any, to, but not including, to the date fixed by the Company for redemption (a “"Tax Redemption Date”"), and, all Additional Amounts, if any, and Additional Amounts (as defined below)Liquidated Damages, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; The Federal Republic of Germany (or any political subdivision or taxing authority thereof) affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change in or amendment in new or different position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) may elect to redeem the outstanding Senior Notes, in whole but not in part, at any time, upon not less than 30 15 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, at a Redemption Price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed for redemption (a “Tax Redemption Date”), and Additional Amounts (as defined below), if any, then due or becoming due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A) a change or amendment in the laws or treaties (including any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; or (B) any change or amendment in the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to such Payor. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such payment or withholding. Prior to the delivery or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 ‎Section 204 exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Notes.

Special Tax Redemption. Any Payor (as defined below) may elect to The Company may, at its option, redeem the outstanding Senior NotesNotes in whole, in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of holders of record of Definitive Notes on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event redemption or otherwise, (i) such a “Redemption Price”), if a Payor isdetermines that, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “Change in Tax Law”); and (ii) such , the Payor has determined is, or on the next interest payment date in its business judgment that respect of the obligation Notes would be, required to pay such more than de minimis Additional Amounts Amounts, and the Payor cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Company, the Change in Tax Law must become effective on or after the date of the Offering Memorandum. In the case of a Successor Company, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, would be obligated obliged to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholdingNotes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the Notes.

Special Tax Redemption. Any Payor (as defined below) The Company, at its option, may elect to redeem the outstanding Senior Notesredeem, in whole whole, but not in part, the Notes at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address Holders of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary(which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereonand Liquidated Damages, if anyany (a "Redemption Price"), to, but not including, to the date fixed by the Company for redemption (a “"Tax Redemption Date”), ") and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a any Relevant Taxing Jurisdiction; Jurisdiction affecting taxation which becomes effective on or after the Closing Date, or (Bii) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the Closing Date, the Company is, or on the next interest payment date hereof (orwould be, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay such Additional Amounts on the Notes, and the Company determines that such payment obligation cannot be avoided by the use of Company's taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholdingNotes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent a tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior the Notes.

Special Tax Redemption. Any Payor (as defined below) may elect to The Company may, at its option, redeem the outstanding Senior NotesNotes in whole, in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “"Tax Redemption Date”") (subject to the right of holders of record of Definitive Notes on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event redemption or otherwise, and Liquidated Damages thereon, if any (i) such a "Redemption Price"), if a Payor isdetermines that, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “"Change in Tax Law”"); and (ii) such , the Payor has determined is, or on the next interest payment date in its business judgment that respect of the obligation Notes would be, required to pay such more than DE MINIMIS Additional Amounts Amounts, and the Payor cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Company, the Change in Tax Law must become effective on or after the date of the Indenture. In the case of a Successor Company, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, would be obligated obliged to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholdingNotes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the Notes.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notesoption of the Issuer, in whole but not in part, at any time, upon giving not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of date fixed by the Issuer for Redemption (a “Tax Redemption Date”) to each Holder holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary(which notice will be irrevocable), at a Redemption Price price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemedthereof, plus accrued and unpaid interest thereon, if any, toto the redemption date, but not includingand Additional Amounts, if any (the date fixed for redemption (a “Tax Redemption DatePrice”), and Additional Amounts (as defined below)which otherwise would be payable, if anythe Issuer, then due or becoming due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts and a Subsidiary Guarantor, with respect to a Subsidiary Guarantee, is, or indemnification payments (other than on the next interest payment date in respect of documentary taxes) the Notes, would be, required to pay Additional Amounts in respect of any Note pursuant to the terms and conditions thereof which obligation cannot be avoided by the taking of reasonable measures available to it as a result of (Ai) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (Bii) any amendment to or change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each jurisdiction)(each of the foregoing in clauses (Ai) and (Bii), a “Change in Tax Law”)” which becomes effective on or after the Issue Date; and (ii) such Payor has determined in its business judgment provided, however, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to such Payor. Notwithstanding the foregoing, no such notice of redemption shall will be given (a) earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, would be obligated obliged to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholding. Prior to the delivery or mailing of any notice of redemption in respect of the Senior Notes pursuant to or the foregoingSubsidiary Guarantee were then due and (b) unless at the time such notice is given, such Payor shall deliver obligation to the Trustee (1) a certificate signed by a duly authorized officer stating that pay such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to Additional Amounts remains in clause (i) in the first sentence of this Section 205 exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Noteseffect.

Special Tax Redemption. Any Payor (as defined below) The Company may elect to redeem the outstanding Senior Notes, in whole but not in part, at any time, upon not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, at a Redemption Price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed for redemption (a “Tax Redemption Date”), and Additional Amounts (as defined below)Amounts, if any, then due or becoming due on the Tax Redemption Date in the event (i) such Payor the Company is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A) a change or amendment in the laws or treaties (including any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; or (B) any change or amendment in the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor the Company has determined in its business judgment that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to such Payorthe Company. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor the Company would, but for such redemption, be obligated to make such payment or withholding or later than 90 days after such Payor the Company is first obligated to make such payment or withholding. Prior to the delivery or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor the Company shall deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor the Company to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Notes.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of ---------------------- the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereonand Liquidated Damages, if any, to, but not including, to the date fixed by the Company for redemption (a “"Tax Redemption Date”"), and, all Additional Amounts, if any, and Additional Amounts (as defined below)Liquidated Damages, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; The Federal Republic of Germany (or any political subdivision or taxing authority thereof) affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change in or amendment in new or different position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) may elect to The Company may, at its option, redeem the outstanding Senior NotesNotes in whole, in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of holders of record of Definitive Notes on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event redemption or otherwise (i) such a “Redemption Price”), if a Payor isdetermines that, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “Change in Tax Law”); and (ii) such , the Payor has determined is, or on the next interest payment date in its business judgment that respect of the obligation Notes would be, required to pay such more than de minimis Additional Amounts Amounts, and the Payor cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Company, the Change in Tax Law must become effective on or after the date of the Offering Memorandum. In the case of a Successor Company, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, would be obligated obliged to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholdingNotes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the Notes.

Special Tax Redemption. Any Payor (as defined below) may elect to The Issuer may, at its option, redeem the outstanding Senior NotesNotes in whole, in whole but not in part, at any time, time upon giving not less than 30 10 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event redemption or otherwise, (i) such a “Redemption Price”), if a Payor isdetermines that, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “Change in Tax Law”); and (ii) such , the Payor has determined or any Guarantor is, or on the next interest payment date in its business judgment that respect of the obligation Notes would be, required to pay such Additional Amounts Amounts, and the Payor or the relevant Guarantor (as appropriate) cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Issuer or any Guarantor as of the Issue Date, the Change in Tax Law must become effective on or after the date of the Offering Memorandum. In the case of a Successor Issuer or any Person who becomes a Guarantor after the Issue Date or any successor of any Guarantor, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Notes or after the date on which such Person became a Guarantor or a successor of any Guarantor, as applicable. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor wouldor Guarantor, but for such redemptionas applicable, would be obligated to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholdingNotes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the Notes.

Special Tax Redemption. Any Payor (as defined below) may elect to The Company may, at its option, redeem the outstanding Senior NotesNotes in whole, in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “"Tax Redemption Date”") (subject to the right of holders of record of Definitive Notes on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event redemption or otherwise (i) such a "Redemption Price"), if a Payor isdetermines that, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “"Change in Tax Law”"); and (ii) such , the Payor has determined is, or on the next interest payment date in its business judgment that respect of the obligation Notes would be, required to pay such more than DE MINIMIS Additional Amounts Amounts, and the Payor cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Company, the Change in Tax Law must become effective on or after the date of the Indenture. In the case of a Successor Company, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, would be obligated obliged to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholdingNotes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the Notes.

Special Tax Redemption. Any Payor If the Company shall determine, based upon an opinion of a tax advisor to the Company (who may be an employee of the Company), that any payment made outside the United States and its possessions by the Company or any of its paying agents of principal of, or interest on, any Note or coupon would, under any present or future laws or regulations of the United States affecting taxation or otherwise, be subject to any certification, identification, documentation, information or other reporting requirement of any kind with regard to the nationality, residence or identity of a beneficial owner of such Note, or of any coupon, who is a United States Alien (as defined belowunder Condition 5) may elect (other than such a requirement which can be satisfied by the custodian nominee or other agent (if any) of the beneficial owner certifying to the effect that such beneficial owner is a United States Alien, provided that payment by such custodian, nominee or agent to such beneficial owner is not otherwise subject to any such requirement), the Company shall, at its election, either redeem the outstanding Senior Notes, in Notes as a whole but not in part, at any time, upon not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, at a Redemption Price redemption price equal to 100% 100 per cent. of the principal amount of the Senior Notes together with accrued interest to be redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed for redemption (a “Tax Redemption Date”)redemption, and Additional Amounts (as defined below), if any, then due or becoming due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A) a change or amendment in the laws or treaties (including any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; or (B) any change or amendment in the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction conditions of the second succeeding paragraph are satisfied, pay the Additional Amounts specified in such paragraph. The Company shall make such determination and election as soon as practicable and publish prompt notice thereof (the "Determination Notice") stating the effective date of such certification, documentation, identification, information or other reporting requirement, whether the Company has elected to redeem the Notes or pay the Additional Amounts specified in the second succeeding paragraph, and (if applicable) the last date by which the redemption of the Notes must take place, as provided in the next succeeding sentence. If the Company elects to redeem the Notes, such redemption shall take place on a later such date, not later than one year after such later date) (each the publicaination Notice, as the Company shall elect by notice to the Fiscal Agent at least 15 days before notice is given to holders of the foregoing Notes of the date fixed for redemption. Notice of such redemption of the Notes will be given to the holders of the Notes not more than 60 nor less than 30 days before the date fixed for such redemption. Notwithstanding the foregoing, the Company will not so redeem the Notes if the Company shall subsequently determine, not less than 30 days before the date fixed for redemption, that subsequent payments on the Notes would not be subject to any such certification, identification, documentation, information or other reporting requirement, in clauses which case the Company shall publish prompt notice of such determination and any earlier redemption notice shall be revoked and of no further effect. Each notice referred to in the prig paragraph shall be given in the manner described below under Condition 10. If, and so long as, the certification, identification, documentation, information or other reporting requirement referred to in the second preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Company may elect to pay as Additional Amounts such amounts as may be necessary so that every net payment made outside the United States and its possessions following the effective date of such requirement by the Company or any paying agent of principal of, or interest on, any Note or coupon of which the beneficial owner is a United States Alien (A) and (Bbut without any requirement that the nationality, residence or identity of such beneficial owner be disclosed to the Company or any -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- paying agent or any governmental authority), a “Change afar deduction or withholding for, or on account of, such backup withholding tax or similar charge, will not be less than the amount provided for in Tax Law”); such Note or coupon to be then due and (ii) such Payor has determined in its business judgment that payable. However, the obligation Company may elect not to pay such Additional Amounts canin respect of any backup withholding tax or similar charge, which (a) would not be avoided applicable to a payment of principal of, or interest on, any Note or coupon made by the use Company or any one of reasonable measures available to such Payor. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior its paying agents (i) directly to the earliest beneficial owner or to a custodian, nominee or other agent of the beneficial owner of such Note or (ii) if such custodian, nominee or other agent were to certify to the effect that such beneficial owner is a United States Alien or (b) is imposed as a result of presentation of such Note or coupon for payment more than 10 days after the date on which such Payor wouldpayment became due and payable or on which payment thereof is duly provided for, but for such redemptionwhichever occurred later. In the event the Company elects to pay any Additional Amounts pursuant to this paragraph, be obligated the Company shall have the right to make such payment or withholding or later than 90 days after such Payor is first obligated to make such payment or withholding. Prior to redeem the delivery or mailing of Note at any notice of redemption of the Senior Notes time pursuant to the foregoingapplicable provisions of the second preceding paragraph, such Payor shall deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption price of which shall not be reduced for applicable withholding taxes. If the Company elects to pay Additional Amounts pursuant to this paragraph and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) condition specified in the first sentence of this Section 205 existthe paragraph should not be satisfied, and then the Trustee Company shall accept such certificate and such opinion as sufficient evidence redeem the Notes pursuant to the applicable provisions of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Notessecond preceding paragraph.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemedthereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to, but not including, to the date fixed by the Company for redemption (a “"Tax Redemption Date”"), and and, all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; The Netherlands (or any political subdivision or taxing authority of The Netherlands) affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change or amendment in position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the aggregate principal amount of the Senior Notes thereof to be redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed by the Company for redemption (a “"Tax Redemption Date”"), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; the Netherlands (or any political subdivision or taxing authority of the Netherlands) affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change or amendment in position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the aggregate principal amount of thereof to the Senior Notes to be redeemeddate fixed by the Company for redemption (a "Tax Redemption Date"), plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed for redemption (a “Tax Redemption Date”), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a The Netherlands (or any political subdivision or taxing authority of The Netherlands) or any other Relevant Taxing Jurisdiction; Jurisdiction affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change or amendment in position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) may elect to The Company may, at its option, redeem the outstanding Senior NotesNotes in whole, in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “"Tax Redemption Date”") (subject to the right of holders of record of Definitive Notes on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event redemption or otherwise (i) such a "Redemption Price"), if a Payor isdetermines that, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “"Change in Tax Law”"); and (ii) such , the Payor has determined is, or on the next interest payment date in its business judgment that respect of the obligation Notes would be, required to pay such more than DE MINIMIS Additional Amounts Amounts, and the Payor cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Company and the Subsidiary Guarantor, the Change in Tax Law must become effective on or after the date of the Indenture. In the case of a Successor Company or a successor of the Subsidiary Guarantor, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, would be obligated obliged to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholdingNotes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the Notes.

Special Tax Redemption. Any Payor (as defined below) The Company may elect to redeem the outstanding any series of Senior Notes, Notes in whole as to such series, but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the relevant series of Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), and Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of the redemption or otherwise, if any, if the Company determines that, as a result of: (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing JurisdictionJurisdiction (as defined below) affecting taxation; or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “Change in Tax Law”); and (ii) such Payor has determined , the Company, with respect to the Senior Notes, or a Note Guarantor, with respect to a Note Guarantee, as the case may be, is, or on the next interest payment date in its business judgment that respect of the obligation relevant series of Senior Notes would be, required to pay any Additional Amounts, and such Additional Amounts obligation cannot be avoided by the use of taking reasonable measures available to it. In the case of the Company or eircom, the Change in Tax Law must become effective on or after July 30, 2003. In the case of an Additional Note Guarantor, a Successor Company or a successor of any Note Guarantor, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Senior Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures described under paragraph 10 hereof. Notwithstanding the foregoing, no such notice of redemption shall will be given (a) earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, (as defined above) would be obligated obliged to make such payment or withholding or later than 90 days after of Additional Amounts and (b) unless at the time such Payor notice is first obligated given, such obligation to make pay such payment or withholdingAdditional Amounts remains in effect. Prior to the delivery publication or mailing of any notice of redemption of the any series of Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Senior Trustee (1a) a certificate signed by a duly authorized officer an Officer’s Certificate stating that such Payor the Company is entitled to effect the such redemption and setting forth a statement of facts showing that the conditions precedent to the its right of such Payor so to so redeem have occurred been satisfied and (2b) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Notes.

Special Tax Redemption. Any Payor (as defined below) may elect to The Company may, at its option, redeem the outstanding Senior NotesNotes in whole, in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “Tax Redemption Date”), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of the redemption or otherwise, if any, if the Company determines that, as a result of: (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing JurisdictionJurisdiction (as defined above) affecting taxation; or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “Change in Tax Law”); and (ii) such Payor has determined , the Company is, or on the next interest payment date in its business judgment that respect of the obligation Notes would be, required to pay such any Additional Amounts Amounts, and the Company cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Company, the Change in Tax Law must become effective on or after November 27, 2003. In the case of a Successor Company, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated obliged to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholdingNotes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior any Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 exist, above exist and the Trustee shall be entitled to accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent referred to above, in which acceptance shall then event it will be conclusive and binding on the all present and future Holders of Senior Notes.

Special Tax Redemption. Any Payor (as defined below) The Euro Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemedthereof, plus accrued and unpaid interest thereon, if any, to, but not including, to the date fixed by the Company for redemption (a “"Tax Redemption Date”"), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a The Netherlands (or any political subdivision or taxing authority thereof) or any Relevant Taxing Jurisdiction; Authority affecting taxation which becomes effective on or after the Issue Date or (iii) the issuance of Definitive Euro Notes due to (A) DTC being at any time unwilling or unable to continue as or ceasing to be a clearing agency registered as a clearing agency under the Exchange Act, and a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Company within 90 days or (B) the Depositary being at any time unwilling or unable to continue as Depositary and a 116 successor Depositary is not able to be appointed by the Company within 90 days, or (ii) any change or amendment in position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Euro Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Euro Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option ---------------------- of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereon, if any, to, but not including, to the date fixed by the Company for redemption (a “"Tax Redemption Date”"), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; The Federal Republic of Germany (or any political subdivision or taxing authority thereof) affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change in or amendment in new or different position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option ---------------------- of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereon, if any, to, but not including, to the date fixed by the Company for redemption (a “"Tax Redemption Date”), ") and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; The Federal Republic of Germany (or any political subdivision or taxing authority thereof) affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change in or amendment in new or different position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemedthereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to, but not including, to the date fixed by the Company for redemption (a “"Tax Redemption Date”"), and and, all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a The Netherlands (or any political subdivision or taxing authority of The Netherlands) or any other Relevant Taxing Jurisdiction; Jurisdiction affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change or amendment in position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notesoption of the Issuer, in whole but not in part, at any time, upon giving not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of date fixed by the Issuer for Redemption (a “Tax Redemption Date”) to each Holder holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary(which notice will be irrevocable), at a Redemption Price price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemedthereof, plus accrued and unpaid interest thereon, if any, toto the redemption date, but not includingand Additional Amounts, if any (the date fixed for redemption (a “Tax Redemption DatePrice”), and Additional Amounts (as defined below)which otherwise would be payable, if anythe Issuer, then due or becoming due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts and a Subsidiary Guarantor, with respect to a Subsidiary Guarantee, is, or indemnification payments (other than on the next interest payment date in respect of documentary taxes) the Notes, would be, required to pay Additional Amounts in respect of any Note pursuant to the terms and conditions thereof which obligation cannot be avoided by the taking of reasonable measures available to it as a result of (Ai) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (Bii) any amendment to or change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each jurisdiction)(each of the foregoing in clauses (Ai) and (Bii), a “Change in Tax Law”)” which becomes effective on or after April 29, 2005; and (ii) such Payor has determined in its business judgment provided, however, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to such Payor. Notwithstanding the foregoing, no such notice of redemption shall will be given (a) earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, would be obligated obliged to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholding. Prior to the delivery or mailing of any notice of redemption in respect of the Senior Notes pursuant to or the foregoingSubsidiary Guarantee were then due and (b) unless at the time such notice is given, such Payor shall deliver obligation to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to pay Additional Amounts remains in clause (i) in the first sentence of this Section 205 exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Noteseffect.

Special Tax Redemption. Any Payor (as defined below) eircom Funding may elect to redeem the outstanding any series of Senior Notes, Subordinated Notes in whole as to such series, but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the relevant series of Senior Subordinated Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), and Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of the redemption or otherwise, if any, if eircom Funding determines that, as a result of: (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing JurisdictionJurisdiction (as defined above) affecting taxation; or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “Change in Tax Law”); and (ii) such Payor has determined , eircom Funding, with respect to the Senior Subordinated Notes, any Note Guarantor, with respect to any Note Guarantee, or Holdings, with respect to the Subordinated Holdings Guarantee, as the case may be, is, or on the next interest payment date in its business judgment that respect of the obligation relevant series of Senior Subordinated Notes would be, required to pay any Additional Amounts, and such Additional Amounts obligation cannot be avoided by the use of taking reasonable measures available to it. In the case of eircom Funding, the Company, Holdings or eircom, the Change in Tax Law must become effective on or after July 30, 2003. In the case of any Additional Note Guarantor, or a successor of any Person specified in the previous sentence, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Senior Subordinated Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures described under paragraph 10 hereof. Notwithstanding the foregoing, no such notice of redemption shall will be given (a) earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, (as defined below) would be obligated obliged to make such payment or withholding or later than 90 days after of Additional Amounts and (b) unless at the time such Payor notice is first obligated given, such obligation to make pay such payment or withholdingAdditional Amounts remains in effect. Prior to the delivery publication or mailing of any notice of redemption of the any series of Senior Subordinated Notes pursuant to the foregoing, such Payor shall eircom Funding will deliver to the Senior Subordinated Trustee (1a) a certificate signed by a duly authorized officer an Officer’s Certificate stating that such Payor eircom Funding is entitled to effect the such redemption and setting forth a statement of facts showing that the conditions precedent to the its right of such Payor so to so redeem have occurred been satisfied and (2b) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Notes.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the aggregate principal amount of thereof to the Senior Notes to be redeemed, date fixed by the Company for redemption (a "Tax Redemption Date") plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed for redemption (a “Tax Redemption Date”), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; The Netherlands (or any political subdivision or taxing authority of The Netherlands) affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change or amendment in position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) The Euro Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemedthereof, plus accrued and unpaid interest thereon, if any, to, but not including, to the date fixed by the Company for redemption (a “"Tax Redemption Date”"), and and, all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a The Netherlands (or any A-102 102 political subdivision or taxing authority thereof) or any Relevant Taxing Jurisdiction; Jurisdiction affecting taxation which becomes effective on or (Bafter the Issue Date,(ii) any change or amendment in position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof Issue Date, or (or, if iii) the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each issuance of the foregoing in clauses Definitive Euro Notes due to (A) DTC being at any time unwilling or unable to continue as or ceasing to be a clearing agency registered as a clearing agency under the Exchange Act, and a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Company within 90 days or (B)) the Depositary being at any time unwilling or unable to continue as Depositary and a successor Depositary is not able to be appointed by the Company within 90 Days, a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation Company is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Euro Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Euro Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) may elect The Issuer will be entitled to redeem the outstanding Senior Notes, at its option, in whole but not in part, at any time, upon not less than 30 10 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositarynotice, at a Redemption Price equal to 100% of the principal amount of the Senior Notes to be redeemedNotes, plus accrued and unpaid interest thereon, (if any, to, but not including, ) to the date fixed for of redemption (a “Tax Redemption Date”), and Additional Amounts (as defined below), if any, then due or becoming subject to the right of holders of record on the relevant record date to receive interest due on the Tax Redemption Date relevant interest payment date), in the event (i) such Payor is, the Issuer has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of of: (Aa) a change in or an amendment in to the laws laws, treaties or treaties (including regulations of any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; or or (Bb) any change in or amendment in to any official position regarding the application, administration or interpretation of such laws, treaties, treaties or regulations or rulings (including pursuant to by virtue of a holding, judgment or order by a court of competent jurisdiction); which change or amendmentamendment to such laws, in either casetreaties, regulations or official position is announced or and becomes effective after the date hereof issuance of the Notes (or, if the applicable Relevant Taxing Jurisdiction became did not become a Relevant Taxing Jurisdiction on until a later date, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined provided, that the Issuer determines, in its business judgment reasonable judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to such Payor. Notwithstanding it; provided, further, that at the foregoing, no time such notice is given, such obligation to pay Additional Amounts remains in effect. Notice of any such redemption shall must be given earlier than 90 within 270 days prior to of the earliest date on which such Payor would, but for such redemption, be obligated to make such payment later of the announcement or withholding or later than 90 days after such Payor is first obligated to make such payment or withholding. Prior to the delivery or mailing effectiveness of any notice such change. Before the publication of redemption of any such notice, the Senior Notes pursuant to the foregoing, such Payor Issuer shall deliver to the Trustee (1) a certificate signed by a duly authorized officer an Officers’ Certificate stating that such Payor the Issuer is entitled to effect the such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor the Issuer so to so redeem have occurred occurred, and (2) an opinion of an independent tax legal counsel of recognized international standing to the effect that the circumstances referred Issuer has or will become obliged to in clause (i) in the first sentence pay such Additional Amounts as a result of this Section 205 exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Noteschange or amendment.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option ---------------------- of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereonand Liquidated Damages, if any, to, but not including, to the date fixed by the Company for redemption (a “"Tax Redemption Date”"), and and, all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; The Federal Republic of Germany (or any political subdivision or taxing authority thereof) affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change in or amendment in new or different position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of the ---------------------- Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereonand Liquidated Damages, if any, to, but not including, to the date fixed by the Company for redemption (a “"Tax Redemption Date”"), and, all Additional Amounts, if any, and Additional Amounts (as defined below)Liquidated Damages, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; The Federal Republic of Germany (or any political subdivision or taxing authority thereof) affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change in or amendment in new or different position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) may elect to The Company may, at its option, redeem the outstanding Senior NotesNotes in whole, in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “"Tax Redemption Date”") (subject to the right of holders of record of Definitive Notes on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event redemption or otherwise, and Liquidated Damages thereon, if any (i) such a "Redemption Price"), if a Payor isdetermines that, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “"Change in Tax Law”"); and (ii) such , the Payor has determined is, or on the next interest payment date in its business judgment that respect of the obligation Notes would be, required to pay such more than DE MINIMIS Additional Amounts Amounts, and the Payor cannot be avoided avoid such A-9 obligation by the use of taking reasonable measures available to it. In the case of the Company and the Subsidiary Guarantor, the Change in Tax Law must become effective on or after the date of the Indenture. In the case of a Successor Company or a successor of the Subsidiary Guarantor, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, would be obligated obliged to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholdingNotes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the Notes.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the aggregate principal amount of the Senior Notes thereof to be redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed by the Company for redemption (a “"Tax Redemption Date”), ") and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; the Netherlands (or any political subdivision or taxing authority of the Netherlands) affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change or amendment in position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notesoption of the Issuer, in whole but not in part, at any time, upon giving not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of date fixed by the Issuer for Redemption (a “Tax Redemption Date”) to each Holder holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary(which notice will be irrevocable), at a Redemption Price price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemedthereof, plus accrued and unpaid interest thereon, if any, toto the redemption date, but not includingand Additional Amounts, if any (the date fixed for redemption (a “Tax Redemption DatePrice”), and Additional Amounts (as defined below)which otherwise would be payable, if anythe Issuer, then due or becoming due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts and a Subsidiary Guarantor, with respect to a Note Guarantee, is, or indemnification payments (other than on the next interest payment date in respect of documentary taxes) the Notes, would be, required to pay Additional Amounts in respect of any Note pursuant to the terms and conditions thereof which obligation cannot be avoided by the taking of reasonable measures available to it as a result of (Ai) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (Bii) any amendment to or change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each jurisdiction)(each of the foregoing in clauses (Ai) and (Bii), a “Change in Tax Law”)” which becomes effective on or after April 29, 2005; and (ii) such Payor has determined in its business judgment provided, however, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to such Payor. Notwithstanding the foregoing, no such notice of redemption shall will be given (a) earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, would be obligated obliged to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholding. Prior to the delivery or mailing of any notice of redemption in respect of the Senior Notes pursuant to or the foregoingSubsidiary Guarantee were then due and (b) unless at the time such notice is given, such Payor shall deliver obligation to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to pay Additional Amounts remains in clause (i) in the first sentence of this Section 205 exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Noteseffect.

Special Tax Redemption. Any Payor (as defined below) may elect to The Issuer may, at its option, redeem the outstanding Senior Notes2030 Notes in whole, in whole but not in part, at any time, time upon giving not less than 30 10 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior 2030 Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record of 2030 Notes on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event redemption or otherwise (i) such a “Redemption Price”), if a Payor isdetermines that, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “Change in Tax Law”); and (ii) such , the Payor has determined or any Guarantor is, or on the next interest payment date in its business judgment that respect of the obligation 2030 Notes would be, required to pay such Additional Amounts with respect to the 2030 Notes, and the Payor or the relevant Guarantor (as appropriate) cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Issuer or any Guarantor as of the Issue Date, the Change in Tax Law must become effective on or after the date of the Offering Memorandum. In the case of a Successor Issuer or any Person who becomes a Guarantor after the Issue Date or any successor of any Guarantor, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the 2030 Notes or after the date on which such Person became a Guarantor or a successor of any Guarantor, as applicable. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor wouldor Guarantor, but for such redemptionas applicable, would be obligated to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholding2030 Notes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior 2030 Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the 2030 Notes.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the aggregate principal amount of thereof to the Senior Notes to be redeemed, date fixed by the Company for redemption (a "Tax Redemption Date") plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed for redemption (a “Tax Redemption Date”), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a The Netherlands (or any political subdivision or taxing authority of The Netherlands) or any other Relevant Taxing Jurisdiction; Jurisdiction affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change or amendment in position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) The Dollar Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemedthereof, plus accrued and unpaid interest thereon, if any, to, but not including, to the date fixed by the Company for redemption (a “"Tax Redemption Date”"), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a The Netherlands (or any political subdivision or taxing authority thereof) or any Relevant Taxing Jurisdiction; Authority affecting taxation which becomes effective on or after the Issue Date or (iii) the issuance of Definitive Dollar Notes due to (A) DTC being at any time unwilling or unable to continue as or ceasing to be a clearing agency registered as a clearing agency under the Exchange Act, and a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Company within 90 days or (B) the Depositary being at any time unwilling or unable to continue as Depositary and a successor Depositary is not able to be appointed by the Company within 90 days, or (ii) any change or amendment in position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of 111 Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Dollar Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Dollar Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) may elect to The Issuer may, at its option, redeem the outstanding Senior NotesNotes in whole, in whole but not in part, at any time, time upon giving not less than 30 10 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, the date fixed for redemption (a “Tax Redemption Date”), ) (subject to the right of Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of the redemption or otherwise, if a Payor determines that, as a result of: (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “Change in Tax Law”); and (ii) such , the Payor has determined or any Guarantor is, or on the next interest payment date in its business judgment that respect of the obligation Notes would be, required to pay such Additional Amounts with respect to the Notes, and the Payor or the relevant Guarantor (as appropriate) cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Issuer or any Guarantor as of the Issue Date, the Change in Tax Law must become effective on or after the date of the Offering Memorandum. In the case of a Successor Issuer or any Person who becomes a Guarantor after the Issue Date or any successor of any Guarantor, the Change in Tax Law must become effective after the date that the Issuer first makes payment on the Notes or after the date on which such PayorPerson became a Guarantor or a successor of any Guarantor, as applicable. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor wouldor Guarantor, but for such redemptionas applicable, would be obligated to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholdingNotes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the Notes.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemedthereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to, but not including, to the date fixed by the Company for redemption (a “"Tax Redemption Date”"), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a The Netherlands (or any political subdivision or taxing authority of The Netherlands) or any other Relevant Taxing Jurisdiction; Jurisdiction affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change or amendment in position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) may elect to The Issuer may, at its option, redeem the outstanding Senior NotesNotes in whole, in whole but not in part, at any time, time upon giving not less than 30 10 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of the redemption or otherwise, if a Payor determines that, as a result of: (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “Change in Tax Law”); and (ii) such , the Payor has determined or any Guarantor is, or on the next interest payment date in its business judgment that respect of the obligation Notes would be, required to pay such Additional Amounts with respect to the Notes, and the Payor or the relevant Guarantor (as appropriate) cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Issuer or any Guarantor as of the Issue Date, the Change in Tax Law must become effective on or after the date of the Offering Memorandum. In the case of a Successor Issuer or any Person who becomes a Guarantor after the Issue Date or any successor of any Guarantor, the Change in Tax Law must become effective after the date that the Issuer first makes payment on the Notes or after the date on which such PayorPerson became a Guarantor or a successor of any Guarantor, as applicable. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor wouldor Guarantor, but for such redemptionas applicable, would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the Notes.

Special Tax Redemption. Any Payor (as defined below) may elect to The Company may, at its option, redeem the outstanding Senior NotesNotes in whole, in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of C-6 the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “"Tax Redemption Date”") (subject to the right of holders of record of Definitive Notes on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event redemption or otherwise (i) such a "Redemption Price"), if a Payor isdetermines that, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “"Change in Tax Law”"); and (ii) such , the Payor has determined is, or on the next interest payment date in its business judgment that respect of the obligation Notes would be, required to pay such more than DE MINIMIS Additional Amounts Amounts, and the Payor cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Company, the Change in Tax Law must become effective on or after the date of the Indenture. In the case of a Successor Company, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, would be obligated obliged to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholdingNotes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the Notes.

Special Tax Redemption. Any Payor (as defined below) may elect to The Issuer may, at its option, redeem the outstanding Senior Notes2034 Notes in whole, in whole but not in part, at any time, time upon giving not less than 30 10 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior 2034 Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record of 2034 Notes on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event redemption or otherwise (i) such a “Redemption Price”), if a Payor isdetermines that, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “Change in Tax Law”); and (ii) such , the Payor has determined or any Guarantor is, or on the next interest payment date in its business judgment that respect of the obligation 2034 Notes would be, required to pay such Additional Amounts with respect to the 2034 Notes, and the Payor or the relevant Guarantor (as appropriate) cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Issuer or any Guarantor as of the Issue Date, the Change in Tax Law must become effective on or after the date of the Offering Memorandum. In the case of a Successor Issuer or any Person who becomes a Guarantor after the Issue Date or any successor of any Guarantor, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the 2034 Notes or after the date on which such Person became a Guarantor or a successor of any Guarantor, as applicable. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor wouldor Guarantor, but for such redemptionas applicable, would be obligated to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholding2034 Notes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior 2034 Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the 2034 Notes.

Special Tax Redemption. Any Payor (as defined below) eircom Funding may elect to redeem the outstanding any series of Senior Notes, Subordinated Notes in whole as to such series, but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the relevant series of Senior Subordinated Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), and Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of the redemption or otherwise, if any, if eircom Funding determines that, as a result of: (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing JurisdictionJurisdiction (as defined below) affecting taxation; or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “Change in Tax Law”); and (ii) such Payor has determined , eircom Funding, with respect to the Senior Subordinated Notes, any Note Guarantor, with respect to any Note Guarantee, or Holdings, with respect to the Subordinated Holdings Guarantee, as the case may be, is, or on the next interest payment date in its business judgment that respect of the obligation relevant series of Senior Subordinated Notes would be, required to pay any Additional Amounts, and such Additional Amounts obligation cannot be avoided by the use of taking reasonable measures available to it. In the case of eircom Funding, the Company, Holdings or eircom, the Change in Tax Law must become effective on or after July 30, 2003. In the case of any Additional Note Guarantor, or a successor of any Person specified in the previous sentence, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Senior Subordinated Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures described under paragraph 10 hereof. Notwithstanding the foregoing, no such notice of redemption shall will be given (a) earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, (as defined above) would be obligated obliged to make such payment or withholding or later than 90 days after of Additional Amounts and (b) unless at the time such Payor notice is first obligated given, such obligation to make pay such payment or withholdingAdditional Amounts remains in effect. Prior to the delivery publication or mailing of any notice of redemption of the any series of Senior Subordinated Notes pursuant to the foregoing, such Payor shall eircom Funding will deliver to the Senior Subordinated Trustee (1a) a certificate signed by a duly authorized officer an Officer’s Certificate stating that such Payor eircom Funding is entitled to effect the such redemption and setting forth a statement of facts showing that the conditions precedent to the its right of such Payor so to so redeem have occurred been satisfied and (2b) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Notes.

Special Tax Redemption. Any Payor (as defined below) The Company, at its option, may elect to redeem the outstanding Senior Notesredeem, in whole whole, but not in part, the Notes at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address Holders of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary(which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereon(a "Redemption Price"), if any, to, but not including, to the date fixed by the Company for redemption (a “"Tax Redemption Date”), ") and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a any Relevant Taxing Jurisdiction; Jurisdiction affecting taxation which becomes effective on or after the Closing Date, or (Bii) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the Closing Date, the Company is, or on the next interest payment date hereof (orwould be, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay such Additional Amounts on the Notes, and the Company determines that such payment obligation cannot be avoided by the use of Company's taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholdingNotes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent a tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior the Notes.

Special Tax Redemption. Any Payor (as defined below) The Notes may elect to redeem be redeemed, at the outstanding Senior Notes, option of the Company in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. DepositaryHolders (which notice shall be irrevocable), at a Redemption Price redemption price equal to 100% of the aggregate principal amount of thereof to the Senior Notes to be redeemeddate fixed by the Company for redemption (a "Tax Redemption Date"), plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed for redemption (a “Tax Redemption Date”), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) such Payor isredemption or otherwise, has become or would become obligated to payif the Company determines that, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (Ai) a any change in, or amendment in to, the laws or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; The Netherlands (or any political subdivision or taxing authority of The Netherlands) affecting taxation which becomes effective on or after the Issue Date, or (Bii) any change or amendment in position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); , which change or change, amendment, in either case, is announced application or interpretation becomes effective on or after the date hereof (orIssue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction Company is, or on a later datethe next Interest Payment Date would be, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation required to pay Additional Amounts, and the Company determines that such Additional Amounts payment obligation cannot be avoided by the use of Company taking reasonable measures available to such Payormeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, the Company would be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such if a payment or withholdingin respect of the Notes were then due. Prior to the delivery or publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which acceptance event it shall then be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) may elect to The Issuer may, at its option, redeem the outstanding Senior Notes2054 Notes in whole, in whole but not in part, at any time, time upon giving not less than 30 10 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior 2054 Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record of 2054 Notes on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event redemption or otherwise (i) such a “Redemption Price”), if a Payor isdetermines that, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “Change in Tax Law”); and (ii) such , the Payor has determined or any Guarantor is, or on the next interest payment date in its business judgment that respect of the obligation 2054 Notes would be, required to pay such Additional Amounts with respect to the 2054 Notes, and the Payor or the relevant Guarantor (as appropriate) cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Issuer or any Guarantor as of the Issue Date, the Change in Tax Law must become effective on or after the date of the Offering Memorandum. In the case of a Successor Issuer or any Person who becomes a Guarantor after the Issue Date or any successor of any Guarantor, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the 2054 Notes or after the date on which such Person became a Guarantor or a successor of any Guarantor, as applicable. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor wouldor Guarantor, but for such redemptionas applicable, would be obligated to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholding2054 Notes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior 2054 Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the 2054 Notes.

Special Tax Redemption. Any Payor (as defined below) may elect to The Company may, at its option, redeem the outstanding Senior NotesNotes in whole, in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “"Tax Redemption Date”") (subject to the right of holders of record of Definitive Notes on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event redemption or otherwise, and Liquidated Damages thereon, if any (i) such a "Redemption Price"), if a Payor isdetermines that, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “"Change in B-9 Tax Law”"); and (ii) such , the Payor has determined is, or on the next interest payment date in its business judgment that respect of the obligation Notes would be, required to pay such more than DE MINIMIS Additional Amounts Amounts, and the Payor cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Company, the Change in Tax Law must become effective on or after the date of the Indenture. In the case of a Successor Company, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, would be obligated obliged to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholdingNotes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the Notes.

Special Tax Redemption. Any Payor (as defined below) eircom Funding may elect to redeem the outstanding any series of Senior Notes, Subordinated Notes in whole as to such series, but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the relevant series of Senior Subordinated Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), and Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of the redemption or otherwise, if any, if eircom Funding determines that, as a result of: (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing JurisdictionJurisdiction (as defined below) affecting taxation; or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “Change in Tax Law”); and (ii) such Payor has determined , eircom Funding, with respect to the Senior Subordinated Notes, any Note Guarantor, with respect to any Note Guarantee, or Holdings, with respect to the Subordinated Holdings Guarantee, as the case may be, is, or on the next interest payment date in its business judgment that respect of the obligation relevant series of Senior Subordinated Notes would be, required to pay any Additional Amounts, and such Additional Amounts obligation cannot be avoided by the use of taking reasonable measures available to it. In the case of eircom Funding, the Company, Holdings or eircom, the Change in Tax Law must become effective on or after July 30, 2003. In the case of any Additional Note Guarantor, or a successor of any Person specified in the previous sentence, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Senior Subordinated Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures described under paragraph 10 hereof. Notwithstanding the foregoing, no such notice of redemption shall will be given (a) earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, (as defined below) would be obligated obliged to make such payment or withholding or later than 90 days after of Additional Amounts and (b) unless at the time such Payor notice is first obligated given, such obligation to make pay such payment or withholdingAdditional Amounts remains in effect. Prior to the delivery publication or mailing of any notice of redemption of the any series of Senior Subordinated Notes pursuant to the foregoing, such Payor shall eircom Funding will deliver to the Senior Subordinated Trustee (1a) a certificate signed by a duly authorized officer an Officer’s Certificate stating that such Payor eircom Funding is entitled to effect the such redemption and setting forth a statement of facts showing that the conditions precedent to the its right of such Payor so to so redeem have occurred been satisfied and (2b) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Notes.

Special Tax Redemption. Any Payor (as defined below) may elect to The Company may, at its option, redeem the outstanding Senior NotesNotes in whole, in whole but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written ' notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “"Tax Redemption Date”") (subject to the right of holders of record of Definitive Notes on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event redemption or otherwise, and Liquidated Damages thereon, if any (i) such a "Redemption Price"), if a Payor isdetermines that, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; Jurisdiction affecting taxation or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “"Change in Tax Law”"); and (ii) such , the Payor has determined is, or on the next interest payment date in its business judgment that respect of the obligation Notes would be, required to pay such more than DE MINIMIS Additional Amounts Amounts, and the Payor cannot be avoided avoid such obligation by the use of taking reasonable measures available to it. In the case of the Company and the Subsidiary Guarantor, the Change in Tax Law must become effective on or after the date of the Indenture. In the case of a Successor Company or a successor of the Subsidiary Guarantor, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption shall will be given earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, would be obligated obliged to make such payment or withholding or later than 90 days after if a payment in respect of such Payor is first obligated to make such payment or withholdingNotes were then due. Prior to the delivery publication or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, such the Payor shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the . The Trustee shall will accept such certificate and such opinion as sufficient evidence existence of the satisfaction of the conditions precedent described above, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior the Notes.

Special Tax Redemption. Any Payor (as defined below) The Company may elect to redeem the outstanding any series of Senior Notes, Notes in whole as to such series, but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder Holders of the relevant series of Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, (which notice will be irrevocable) at a Redemption Price redemption price equal to 100% of the principal amount of the Senior Notes to be redeemedthereof, plus together with accrued and unpaid interest thereoninterest, if any, to, but not including, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), and Additional Amounts (as defined below)Amounts, if any, then due or becoming and which will become due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of the redemption or otherwise, if any, if the Company determines that, as a result of: (A1) a any change in, or amendment in to, the laws law or treaties (including or any regulations or rulings promulgated thereunder) of a Relevant Taxing JurisdictionJurisdiction (as defined above) affecting taxation; or (B2) any change or amendment in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or becomes effective after the date hereof (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) (each of the foregoing in clauses (A1) and (B2), a “Change in Tax Law”); and (ii) such Payor has determined , the Company, with respect to the Senior Notes, or a Note Guarantor, with respect to a Note Guarantee, as the case may be, is, or on the next interest payment date in its business judgment that respect of the obligation relevant series of Senior Notes would be, required to pay any Additional Amounts, and such Additional Amounts obligation cannot be avoided by the use of taking reasonable measures available to it. In the case of the Company or eircom, the Change in Tax Law must become effective on or after July 30, 2003. In the case of an Additional Note Guarantor, a Successor Company or a successor of any Note Guarantor, the Change in Tax Law must become effective after the date that such Payorentity first makes payment on the Senior Notes. Notice of redemption for taxation reasons will be published in accordance with the procedures described under paragraph 10 hereof. Notwithstanding the foregoing, no such notice of redemption shall will be given (a) earlier than 90 days prior to the earliest date on which such the Payor would, but for such redemption, (as defined below) would be obligated obliged to make such payment or withholding or later than 90 days after of Additional Amounts and (b) unless at the time such Payor notice is first obligated given, such obligation to make pay such payment or withholdingAdditional Amounts remains in effect. Prior to the delivery publication or mailing of any notice of redemption of the any series of Senior Notes pursuant to the foregoing, such Payor shall the Company will deliver to the Senior Trustee (1a) a certificate signed by a duly authorized officer an Officer’s Certificate stating that such Payor the Company is entitled to effect the such redemption and setting forth a statement of facts showing that the conditions precedent to the its right of such Payor so to so redeem have occurred been satisfied and (2b) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 above exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Notes.

Special Tax Redemption. Any Payor (as defined below) may elect to redeem the outstanding Senior Notes, in whole but not in part, at any time, upon not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, at a Redemption Price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed for redemption (a “Tax Redemption Date”), and Additional Amounts (as defined below), if any, then due or becoming due on the Tax Redemption Date in the event (i) such Payor is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) If as a result of (A) a any change in, or amendment in to, the laws (or treaties (including any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; , or (B) any change or amendment in the application, administration official position regarding the application or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order ruling by a court of competent jurisdictionjurisdiction in the Relevant Taxing Jurisdiction); , which change or amendment, in either case, amendment is announced or and becomes effective on or after the date hereof of the Offering Memorandum (or, if in the applicable Relevant Taxing Jurisdiction became case of a Relevant Taxing Jurisdiction that becomes a Relevant Taxing Jurisdiction after the date of the Offering Memorandum, after the date such jurisdiction becomes a Relevant Taxing Jurisdiction), the Issuers become or will become obligated to pay Additional Amounts on a later date, after such later date) (each series of the foregoing in clauses Notes on the next applicable payment date (A) and (B)such change or amendment, a “Change in Tax Law”); , the Issuers may, at their option, redeem such series of the Notes, in whole but not in part, on not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of their principal amount plus accrued and (ii) such Payor has determined unpaid interest, if any, thereon to, but excluding, the redemption date and all Additional Amounts, if any, then due and which will become due on the redemption date as a result of the redemption or otherwise if the Issuers determine, in its their business judgment judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to such Payor. Notwithstanding the foregoingIssuers, no such notice not including substitution of redemption shall be given earlier than 90 days prior to the earliest date on which such Payor would, but for such redemption, be obligated to make such payment or withholding or later than 90 days after such Payor is first obligated to make such payment or withholdingobligor under the Notes. Prior to the delivery publication or mailing of any notice of redemption of the Senior relevant Notes pursuant to this Paragraph 7 (and as a condition to such redemption), the foregoing, such Payor shall Issuers will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor to so redeem have occurred and (2i) an opinion of an independent tax counsel of recognized international standing reasonably satisfactory to the Trustee to the effect that the Issuers are or will be obligated to pay Additional Amounts as a result of a Change in Tax Law and (ii) an Officer’s Certificate stating that the Issuers are entitled to redeem such series of the Notes pursuant to their terms and that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to the Issuers. If the Issuers redeem a series of the Notes under the circumstances referred described in this Paragraph 7, then, notwithstanding any provision to the contrary set forth in clause this Paragraph 7, payments of interest on the Notes on any interest payment date falling on or prior to the applicable redemption date for the Notes will be payable to the Holders of the Notes (ior one or more predecessor Notes) in of record at the first sentence close of this Section 205 exist, business on the relevant Record Date. The Trustee will accept and the Trustee shall accept such certificate be entitled to rely absolutely and without further inquiry on such opinion and Officer’s Certificate as sufficient evidence existence of the satisfaction of the conditions precedent abovein this Paragraph 7, in which acceptance shall then event it will be conclusive and binding on the Holders of Senior NotesHolders.

Special Tax Redemption. Any Payor (as defined below) may elect to redeem If the outstanding Senior NotesIssuer determines, in whole but not in partbased upon an Opinion of Counsel, at any time, upon not less than 30 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositary, at a Redemption Price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the date fixed for redemption (a “Tax Redemption Date”), and Additional Amounts (as defined below), if any, then due or becoming due on the Tax Redemption Date in the event (i) such Payor is, that it has become or would become obligated to pay, on the next date on which any amount would be payable with respect to a Security (an "Affected Security" and, collectively, the Senior Notes"Affected Securities"), any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of (A) a change in or an amendment in to the laws or treaties (including any regulations or rulings promulgated thereunder) of a any Relevant Taxing Jurisdiction; , or (B) any change in or amendment in to any official position regarding the application, administration application or interpretation of such lawslaws or regulations, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction); which change or amendment, in either case, is announced or amendment becomes effective on or after the date hereof (orIssue Date and which change shall not have been disclosed to the public prior to the Issue Date, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after and that such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined in its business judgment that the obligation to pay such Additional Amounts cannot be avoided by the use of Issuer taking reasonable measures available to it, then the Issuer may redeem, at its option, all the Affected Securities (but, except pursuant to clause (3) below, not less than all the Affected Securities), on not less than 30 nor more than 60 days' notice, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) and Liquidated Damages (if any) to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date) (such Payor. Notwithstanding the foregoingoptional redemption, a "Special Tax Redemption"); provided, however, that (1) no such notice of redemption shall may be given earlier than 90 60 days prior to the earliest date on which such Payor would, but for such redemption, the Issuer would be obligated to make pay such Additional Amounts were a payment or withholding or later than 90 days after such Payor is first obligated to make such payment or withholding. Prior to the delivery or mailing of any notice of redemption in respect of the Senior Notes pursuant Securities then due, (2) at the time any such Special Tax Redemption notice is given, such obligation to pay such Additional Amounts must remain in effect and (3) the Issuer may redeem the Affected Securities in part if the Issuer redeems all Affected Securities held by Holders in respect of which, as a result of the foregoing, such Payor shall deliver the Issuer is or 45 39 would be obligated to pay Additional Amounts based on a withholding tax rate in excess of 10%. Notwithstanding the foregoing, the Issuer may not redeem the Affected Securities if the Issuer is obligated to pay any Additional Amounts as a result of a change in or an amendment to the Trustee laws (including regulations promulgated thereunder), or any change in or amendment to any official position regarding the application or interpretation of such laws or regulations (any such change in or amendment to, a "Change of Law"), of a Relevant Jurisdiction that occurs or is disclosed on or before the six month anniversary of the date on which such Relevant Jurisdiction became a Relevant Jurisdiction; provided, however, that if the Issuer reincorporates in the United States and Additional Amounts are payable with respect to Taxes imposed by the United States or any political subdivision or taxing authority thereof or therein ("United States Taxes"), this restriction on the Issuer's ability to redeem the Affected Securities shall not apply unless the Change of Law occurs or is disclosed before the date of such reincorporation and shall not apply if, absent such reincorporation, (1) a certificate signed by a duly authorized officer stating that the Issuer would nonetheless have been required to pay Additional Amounts with respect to such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right Affected Securities in respect of such Payor to so redeem have occurred United States Taxes and (2) an opinion without regard to this proviso, the Issuer would have been entitled to redeem such Affected Securities pursuant to a Special Tax Redemption as a result of an independent tax counsel such payment of recognized international standing to the effect that the circumstances referred to in clause (i) in the first sentence of this Section 205 exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior NotesAdditional Amounts.

Special Tax Redemption. Any Payor (as defined below) may elect The Issuer will be entitled to redeem the outstanding Senior Notes, at its option, in whole but not in part, at any time, upon not less than 30 10 nor more than 60 days’ prior written notice delivered electronically or mailed by first-class mail to the registered address of each Holder of the Senior Notes or otherwise in accordance with the procedures of the U.S. Depositarynotice, at a Redemption Price equal to 100% of the principal amount of the Senior Notes to be redeemedNotes, plus accrued and unpaid interest thereon, (if any, to, ) to (but not including, excluding) the date fixed for of redemption (a “Tax Redemption Date”), and Additional Amounts (as defined below), if any, then due or becoming subject to the right of holders of record on the relevant record date to receive interest due on the Tax Redemption Date relevant interest payment date), in the event (i) such Payor is, the Issuer has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of of: (Aa) a any change in or amendment in to the laws or treaties (including regulations of any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; or or (Bb) any change in or amendment in to any official position regarding the application, administration or interpretation of such laws, treaties, laws or regulations or rulings (including pursuant to by virtue of a holding, judgment or order by a court of competent jurisdiction); which change or amendmentamendment to such laws, in either case, regulations or official position is announced or and becomes effective after the date hereof issuance of the Notes (or, if the applicable Relevant Taxing Jurisdiction became did not become a Relevant Taxing Jurisdiction on until a later date, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) such Payor has determined provided, that the Issuer determines, in its business judgment reasonable judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to such Payor. Notwithstanding the foregoingit; provided, further, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Payor would, but for such redemption, be obligated to make such Additional Amounts were a payment or withholding or later than 90 days after such Payor is first obligated to make such payment or withholdingin respect of the Notes then due. Prior to Before the delivery or mailing publication of any notice of redemption of such notice, the Senior Notes pursuant to the foregoing, such Payor Issuer shall deliver to the Trustee (1) a certificate signed by a duly authorized officer an Officers’ Certificate stating that such Payor the Issuer is entitled to effect the such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Payor the Issuer so to so redeem have occurred occurred, and (2) an opinion of an independent tax legal counsel of recognized international standing to the effect that the circumstances referred Issuer has or will become obliged to in clause (i) in the first sentence pay such Additional Amounts as a result of this Section 205 exist, and the Trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the Holders of Senior Noteschange or amendment.