164
(7)
any Taxes, to the extent such Taxes are imposed, withheld or deducted by reason of the failure of the holder or
beneficial owner of Notes to comply with any reasonable written request of the Issuer addressed to the holder
or beneficial owner and made at least 60 days before any such withholding or deduction is to be made, to
satisfy any certification, identification, information or other reporting requirements, whether required by
statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from,
or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including,
without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction),
but in each case, only to the extent the holder or beneficial owner is legally entitled to satisfy such
requirements;
(8)
any Taxes imposed pursuant to Sections 1471 through 1474 of the United States Internal Revenue Code of
1986, as amended (the "
Code
"), any current or future regulations or official interpretations thereof, any
agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement between
a non-US jurisdiction and the United States with respect to the foregoing or any law or regulation adopted
pursuant to any such intergovernmental agreement; or
(9)
any combination of items (1) through (8) above.
In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or
future stamp, issue, registration, court or documentary taxes, or any other excise or property taxes, charges or similar
levies (including penalties, interest and any other reasonable expenses related thereto) which are levied by any Tax
Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee
or any other document referred to therein, except for any such taxes, charges or levies imposed or levied as a result of a
transfer after the Issue Date between parties that are not Affiliates of the Issuer or any Guarantor.
If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts
with respect to any payment under or with respect to the Notes or any Note Guarantee, each of the Issuer or the relevant
Guarantor, as the case may be, will deliver to the Trustee and the Paying Agents on a date that is at least 30 days prior to
the date of that payment (unless the obligation to pay Additional Amounts arises less than 30 days prior to that payment
date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an officer's
certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The
officer's certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay
Additional Amounts to holders on the relevant payment date. The Trustee and the Paying Agents shall be entitled to rely
solely on such officer's certificate as conclusive proof that such payments are necessary.
The Issuer or the relevant Guarantor will make all withholdings and deductions for, or on account of, Tax required by
law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law.
The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority
evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the
Trustee (or to a holder upon written request), within a reasonable time after the date the payment of any Taxes so
deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the
case may be, or if, notwithstanding such entity's efforts to obtain receipts, receipts are not obtained, other evidence of
payments by such entity.
Whenever in the Indenture or in this "Description of Notes" there is mentioned, in any context, the payment of amounts
based upon the principal amount of the Notes or of principal, interest or any other amount payable under, or with respect
to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of
Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect
thereof.
The above obligations will survive any termination, defeasance or discharge of the Indenture or any transfer by a holder
or beneficial owner of its Notes, and will apply,
mutatis mutandis
, to any jurisdiction in which any successor Person to
the Issuer or any Guarantor is incorporated, organized or resident for tax purposes or any jurisdiction from or through
which such Person makes any payment on the Notes (or any Note Guarantee) and any department or political subdivision
thereof or therein.
Optional Redemption
Except as otherwise described below, the Notes will not be redeemable at the Issuer's option prior to maturity. The Issuer
and any Restricted Subsidiary may, however, acquire or cause to be acquired, Notes by means other than a redemption,
whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition does not violate the
terms of the Indenture.
Prior to 4 August 2017, the Issuer may, at its option, on any one or more occasions, redeem up to 35% of the aggregate
principal amount of the Notes (including any Additional Notes issued after the Issue Date) at a redemption price equal to
109.500% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption
