Common use of Special Tax Redemption Clause in Contracts

Special Tax Redemption. 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, if any, then due or becoming due on the Tax Redemption Date in the event (i) 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) 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 the Company. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, be obligated to make such payment or withholding or later than 90 days after 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, the Company shall deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of 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 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. The Company 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 AmountsAmounts (as defined below), if any, then due or becoming due on the Tax Redemption Date in the event (i) the Company 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) the Company 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 the Companysuch Payor. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company such Payor would, but for such redemption, be obligated to make such payment or withholding or later than 90 days after the Company 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, the Company such Payor shall deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 204 205 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. The Notes may be redeemed, at the option of ---------------------- the Company may elect to redeem the outstanding Senior Notes, 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 and, all Additional Amounts, if any, and 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) redemption or otherwise, if the Company 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 (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 on a later date, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) the Company has determined in its business judgment that is, or on the obligation 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 the Companymeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, would be obligated to make such payment or withholding or later than 90 days after if a payment in respect of the Company 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, the Company shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of 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 204 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. The Company 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 AmountsAmounts (as defined below), if any, then due or becoming due on the Tax Redemption Date in the event (i) the Company 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) the Company 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 the Companysuch Payor. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company such Payor would, but for such redemption, be obligated to make such payment or withholding or later than 90 days after the Company 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, the Company such Payor shall deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company such Payor is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 ‎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. The Company may elect to 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, 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) the Company isa “Redemption Price”), has become or would become obligated to payif a Payor 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 (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) , the Company has determined Payor 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 entity 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 the Company would, but for such redemption, Payor would be obligated obliged to make such payment or withholding or later than 90 days after the Company is first obligated to make if a payment in respect of 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, the Company shall Payor will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 204 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. The Company may elect to 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, 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) the Company isa “Redemption Price”), has become or would become obligated to payif a Payor 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 (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) , the Company has determined Payor 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 entity 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 the Company would, but for such redemption, Payor would be obligated obliged to make such payment or withholding or later than 90 days after the Company is first obligated to make if a payment in respect of 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, the Company shall Payor will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 204 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. The Company may elect to 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, 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) the Company isa "Redemption Price"), has become or would become obligated to payif a Payor 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 (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) , the Company has determined Payor 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 entity 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 the Company would, but for such redemption, Payor would be obligated obliged to make such payment or withholding or later than 90 days after the Company is first obligated to make if a payment in respect of 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, the Company shall Payor will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 204 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. 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, if any, then due or becoming due on the Tax Redemption Date in the event (i) 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) 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 the Company. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, be obligated to make such payment or withholding or later than 90 days after 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, the Company shall deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of 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 204 205 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. The Company 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, to, but not including, to the date fixed for redemption (a “Tax Redemption Date”)date, and Additional Amounts, if anyany (the “Redemption Price”), then due or becoming due on the Tax Redemption Date in the event (i) the Company is, has become or would become obligated to pay, on the next date on which any amount otherwise would be payable payable, if the Issuer, 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) the Company 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 the Company. Notwithstanding the foregoing, no such notice of redemption shall will be given (a) earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, Payor would be obligated obliged to make such payment or withholding or later than 90 days after the Company 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 foregoing, the Company shall deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred Subsidiary Guarantee were then due and (2b) an opinion of an independent tax counsel of recognized international standing unless at the time such notice is given, such obligation to the effect that the circumstances referred to pay such Additional Amounts remains in clause (i) in the first sentence of this 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 Noteseffect.

Special Tax Redemption. The Company 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, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) redemption or otherwise, if the Company 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 (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 date hereof (orClosing Date, 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) the Company has determined in its business judgment that is, or on the obligation next interest payment date would be, 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 the Companymeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, would be obligated to make such payment or withholding or later than 90 days after the Company is first obligated to make if a payment in respect of 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, the Company shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 204 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. The Company may elect If the Issuer determines that any payment made outside the United States by the Issuer or any Paying Agent in respect of this Note under any present or future laws or regulations of the United States, would be subject to any certification, documentation, information, or other reporting requirement of any kind the effect of which is the disclosure to the Issuer, any Paying Agent, or any governmental authority of the nationality, residence, or identity of a beneficial owner of this Note who is a non-U.S. person (as defined above) (other than a requirement (1) that would not be applicable to a payment by the Issuer or any Paying Agent (x) directly to the beneficial owner, or (y) to a custodian, nominee, or other agent of the beneficial owner, (2) that can be satisfied by such custodian, nominee, or other agent certifying to the effect that the beneficial owner is a non-U.S. person, provided that, in any case referred to in clause (1)(y) or (2), payment by the custodian, nominee, or agent to the beneficial owner is not otherwise subject to any such requirement, or (3) that would not be applicable to a payment by at least one Paying Agent), the Issuer shall at its option either: (i) redeem the outstanding Senior Notes, this Note in whole but not in part, at any timetime (in the case of bank notes other than floating-rate Notes) or on any Interest Payment Date (in the case of floating-rate Notes), upon at a redemption price equal to the principal amount of this Note (or, in the case of an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount of this Note determined as of the date of redemption), together with, if appropriate, interest accrued to but excluding the date of redemption; or (ii) if the conditions of the next succeeding paragraph are satisfied, pay the Additional Amounts specified in such paragraph. The Issuer shall make its determination as soon as practicable and promptly publish notice thereof (the “determination notice”) stating the effective date of such certification, documentation, information, or other reporting requirement, whether it will redeem the Note or pay the Additional Amounts specified in the next succeeding paragraph, and (if applicable) the last date by which the redemption of this Note must take place, as provided in the next succeeding sentence. If this Note is to be redeemed as described above, that redemption shall take place on such date, not later than one year after publication of the determination notice, as the Issuer shall elect by notice to the London Paying Agent at least 45 calendar days before the redemption date. Notice of such redemption of the Notes will be given to the noteholders not more than 60 nor less than 30 calendar days prior to the redemption date. Notwithstanding the foregoing, the Issuer shall not redeem the bank notes if it shall subsequently determine not less than 30 nor more than 60 days’ calendar days prior written notice delivered electronically or mailed by first-class mail to the registered address redemption date, that subsequent payments on the Notes would not be subject to any such certification, documentation, information, or other reporting requirement, in which case the Issuer shall give prompt notice of each Holder its subsequent determination, and any earlier redemption notice shall be revoked and of no further effect. Notwithstanding 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 thereonforegoing, if anyand so long as the certification, todocumentation, but not includinginformation, or other reporting requirements referred to in the preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the date fixed for redemption (a “Tax Redemption Date”), and Additional Amounts, if any, then due or becoming due on the Tax Redemption Date in the event (i) 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) the Company has determined in its business judgment that the obligation Issuer may elect to pay such Additional Amounts cannot as may be avoided necessary so that every net payment made outside the United States following the effective date of that requirement by the use Issuer or any Paying Agent in respect of reasonable measures available this Note of which the beneficial owner is a non-U.S. person (but without any requirement that the nationality, residence, or identity, other than status as a non-U.S. person, of such beneficial owner be disclosed to the Company. Notwithstanding the foregoingIssuer, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company wouldany paying agent, but for such redemptionor any governmental authority), be obligated to make such payment after deduction or withholding for or later on account of that backup withholding tax or similar charge (other than 90 days after the Company is first obligated to make such payment a backup withholding tax or withholding. Prior to the delivery or mailing of any notice of redemption of the Senior Notes pursuant to the foregoing, the Company shall deliver to the Trustee similar charge that (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that would not be applicable in the circumstances referred to in the parenthetical clause of the first sentence of the preceding paragraph or (i2) is imposed as a result of the presentation of this Note for payment more than 15 calendar days after the date on which that payment became due and payable or on which payment thereof was duly provided for, whichever occurred later), will not be less than the amount provided for in this Note to be then due and payable. If the Issuer elects to pay Additional Amounts pursuant to this paragraph, the Issuer shall have the right to redeem this Note in whole, but not in part, at any time (in the case of bank notes other than floating-rate Notes) or on any Interest Payment Date (in the case of floating-rate Notes), subject to the provisions of the last two sentences of the immediately preceding paragraph. If the Issuer elects to pay Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this Section 204 existparagraph should no longer be satisfied, and then the Trustee Issuer shall accept such certificate and such opinion as sufficient evidence redeem this Note pursuant to the provisions of the satisfaction immediately preceding paragraph. To the extent then required under or pursuant to applicable laws or regulations (including, without limitation, capital regulations), if this Note is a Subordinated Note, as indicated on the face hereof, it may not be redeemed prior to the Stated Maturity Date without the prior written approval of the conditions precedent above, which acceptance shall then be conclusive OCC or any other bank supervisory authority having jurisdiction over the Issuer and binding on the Holders of Senior Notesrequiring such approval.

Special Tax Redemption. The Company may elect to 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, 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) the Company isa "Redemption Price"), has become or would become obligated to payif a Payor 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 (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) , the Company has determined Payor 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 entity 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 the Company would, but for such redemption, Payor would be obligated obliged to make such payment or withholding or later than 90 days after the Company is first obligated to make if a payment in respect of 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, the Company shall Payor will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 204 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. The Notes may be redeemed, at the option of the Company may elect to redeem the outstanding Senior Notes, 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, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) redemption or otherwise, if the Company 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 (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 on a later date, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) the Company has determined in its business judgment that is, or on the obligation 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 the Companymeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, would be obligated to make such payment or withholding or later than 90 days after if a payment in respect of the Company 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, the Company shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of 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 204 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. The Company may elect to 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, 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) the Company isa "Redemption Price"), has become or would become obligated to payif a Payor 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 (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) , the Company has determined Payor 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 entity 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 the Company would, but for such redemption, Payor would be obligated obliged to make such payment or withholding or later than 90 days after the Company is first obligated to make if a payment in respect of 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, the Company shall Payor will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 204 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. The Company 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, to, but not including, to the date fixed for redemption (a “Tax Redemption Date”)date, and Additional Amounts, if anyany (the “Redemption Price”), then due or becoming due on the Tax Redemption Date in the event (i) the Company is, has become or would become obligated to pay, on the next date on which any amount otherwise would be payable payable, if the Issuer, 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) the Company 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 the Company. Notwithstanding the foregoing, no such notice of redemption shall will be given (a) earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, Payor would be obligated obliged to make such payment or withholding or later than 90 days after the Company 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 foregoing, the Company shall deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred Subsidiary Guarantee were then due and (2b) an opinion of an independent tax counsel of recognized international standing unless at the time such notice is given, such obligation to the effect that the circumstances referred to pay Additional Amounts remains in clause (i) in the first sentence of this 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 Noteseffect.

Special Tax Redemption. The Notes may be redeemed, at the option of the Company may elect to redeem the outstanding Senior Notes, 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, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) redemption or otherwise, if the Company 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 (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 on a later date, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) the Company has determined in its business judgment that is, or on the obligation 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 the Companymeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, would be obligated to make such payment or withholding or later than 90 days after if a payment in respect of the Company 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, the Company shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of 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 204 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. The Company may elect to 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, if any, then due or becoming and which will become due on the Tax Redemption Date in the event (i) 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 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) , the Company 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 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 entity 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 the Company would, but for such redemption, would be obligated obliged to make such payment or withholding or later than 90 days after the Company is first obligated to make if a payment in respect of 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, the Company shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 204 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. The Company may elect to 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, 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) the Company isa "Redemption Price"), has become or would become obligated to payif a Payor 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 (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) , the Company has determined Payor 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 Companycase 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 entity 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 the Company would, but for such redemption, Payor would be obligated obliged to make such payment or withholding or later than 90 days after the Company is first obligated to make if a payment in respect of 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, the Company shall Payor will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 204 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. The Company may elect to 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, 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) the Company isa "Redemption Price"), has become or would become obligated to payif a Payor 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 (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) , the Company has determined Payor 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 Companycase 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 entity 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 the Company would, but for such redemption, Payor would be obligated obliged to make such payment or withholding or later than 90 days after the Company is first obligated to make if a payment in respect of 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, the Company shall Payor will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 204 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. The Notes may be redeemed, at the option of the Company may elect to redeem the outstanding Senior Notes, 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, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) redemption or otherwise, if the Company 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 (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 on a later date, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) the Company has determined in its business judgment that is, or on the obligation 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 the Companymeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, would be obligated to make such payment or withholding or later than 90 days after if a payment in respect of the Company 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, the Company shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of 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 204 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. The Company may elect to 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, 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) the Company isa "Redemption Price"), has become or would become obligated to payif a Payor 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 (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) , the Company has determined Payor 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 entity 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 the Company would, but for such redemption, Payor would be obligated obliged to make such payment or withholding or later than 90 days after the Company is first obligated to make if a payment in respect of 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, the Company shall Payor will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 204 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. The Company 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, if any, then due or becoming and which will become due on the Tax Redemption Date in the event (i) 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 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) , eircom Funding, with respect to the Company has determined 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 entity 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 the Company would, but for such redemption, Payor (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 Company time such 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, the Company 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 the Company 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 the Company 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 204 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. The Notes may be redeemed, at the option of the Company may elect to redeem the outstanding Senior Notes, 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, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) redemption or otherwise, if the Company 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 (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 on a later date, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) the Company has determined in its business judgment that is, or on the obligation 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 the Companymeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, would be obligated to make such payment or withholding or later than 90 days after if a payment in respect of the Company 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, the Company shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of 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 204 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. The If the Company shall determine, based upon an opinion of a tax advisor to the Company (who may elect 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 under Condition 5) (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, if any, then due or becoming due on the Tax Redemption Date in the event (i) 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 conditions of the foregoing second succeeding paragraph are satisfied, pay the Additional Amounts specified in clauses such paragraph. The Company shall make such determination and election as soon as practicable and publish prompt notice thereof (Athe "Determination Notice") and (B)stating the effective date of such certification, a “Change in Tax Law”); and (ii) documentation, identification, information or other reporting requirement, whether the Company has determined 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 such date, not later than one year after 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 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 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 business judgment 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 (but without any requirement that the obligation nationality, residence or identity of such beneficial owner be disclosed to the Company or any -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- paying agent or any governmental authority), 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 such Note or coupon to be then due and payable. However, the 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 its paying agents (i) directly to the Company. Notwithstanding beneficial owner or to a custodian, nominee or other agent of the foregoingbeneficial owner of such Note or (ii) if such custodian, no such notice of redemption shall be given earlier than 90 days prior nominee or other agent were to certify to the earliest 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 payment became due and payable or on which payment thereof is duly provided for, whichever occurred later. In the event the Company would, but for such redemption, be obligated elects to make such payment or withholding or later than 90 days after the Company is first obligated to make such payment or withholding. Prior to the delivery or mailing of pay any notice of redemption of the Senior Notes Additional Amounts pursuant to the foregoingthis paragraph, the Company shall deliver have the right to redeem the Note at any time pursuant to the Trustee (1) a certificate signed by a duly authorized officer stating that applicable provisions of the second preceding paragraph, the redemption price of which shall not be reduced for applicable withholding taxes. If the Company is entitled elects to effect pay Additional Amounts pursuant to this paragraph and the redemption and setting forth a statement of facts showing that the conditions precedent to the right of 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) condition specified in the first sentence of this Section 204 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. The If the Company may elect shall determine, based upon an opinion of a nationally recognized independent tax advisor to 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 Non-U.S. Holder (as defined under Condition 6) (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 Non-U.S. Holder, 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, 2013 year Notes or 2033 Notes (as applicable) 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 redemption price equal to 100% 100 percent of the principal amount of the Senior 2013 year Notes to be redeemed, plus or 2033 Notes (as applicable) together with (as applicable) accrued and unpaid interest thereon, if any, to, to (but not including) the date fixed for redemption, or, if the 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 2013 Notes and/or the 2033 Notes (as applicable) or pay the Additional Amounts specified in the second succeeding paragraph, and (if applicable) the last date by which the redemption of the 2013 year Notes or 2033 Notes (as applicable) must take place, as provided in the next succeeding sentence. If the Company elects to redeem the 2013 Notes or the 2033 Notes (as applicable), such redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Company shall elect by notice to the Fiscal Agent at least 15 days before notice is given to the holders of the 2013 year Notes or 2033 Notes (as applicable) of the date fixed for redemption as described below. Notwithstanding the foregoing, the Company will not so redeem the 2013 year Notes or 2033 Notes if the Company shall subsequently determine, not less than 30 days before the date fixed for redemption, that subsequent payments on the 2013 year Notes or 2033 Notes (as applicable) would not be subject to any such certification, identification, documentation, information or other reporting requirement, in 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 preceding paragraph shall be given in the manner described below under Condition 12. 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 “Tax Redemption Date”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 Non-U.S. Holder (but 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), and Additional Amountsafter deduction or withholding for or on account of such backup withholding tax or similar charge, if any, will not be less than the amount provided for in such Note or Coupon to be then due or becoming due on the Tax Redemption Date in the event (i) and payable. However, 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) the Company has determined in its business judgment that the obligation 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 its Paying Agents (i) directly to the Company. Notwithstanding beneficial owner or (ii) to a custodian, nominee or other agent of the foregoingbeneficial owner of such Note if such custodian, no such notice of redemption shall be given earlier than 90 days prior nominee or other agent were to certify to the earliest effect that such beneficial owner is a Non-U.S. Holder 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 payment became due and payable or on which payment thereof is duly provided for, whichever occurred later. In the event the Company would, but for such redemption, be obligated elects to make such payment or withholding or later than 90 days after the Company is first obligated to make such payment or withholding. Prior to the delivery or mailing of pay any notice of redemption of the Senior Notes Additional Amounts pursuant to the foregoingthis paragraph, the Company shall deliver have the right to redeem the 2013 Notes and/or 2033 Notes at any time pursuant to the Trustee (1) a certificate signed by a duly authorized officer stating that applicable provisions of the second preceding paragraph, the redemption price of which shall not be reduced for applicable withholding taxes. If the Company is entitled elects to effect pay Additional Amounts pursuant to this paragraph and the redemption and setting forth a statement of facts showing that the conditions precedent to the right of 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) condition specified in the first sentence of this Section 204 existparagraph should not be satisfied, and then the Trustee Company shall accept such certificate and such opinion as sufficient evidence redeem the 2013 Notes and/or 2033 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. The If the Company may shall determine that any payment made outside the United States by the Company or any of its Paying Agents in respect of this Note or any Coupon appertaining thereto would, under any present or future laws or regulations of the United States, be subject to any certification, documentation, information or other reporting requirement of any kind, the effect of which requirement is the disclosure to the Company, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner that is a United States Alien (other than such a requirement (a) that would not be applicable to a payment made by the Company or any one of its Paying Agents (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner or (b) that can be satisfied by such custodian, nominee or other agent certifying to the effect that the beneficial owner is a United States Alien; provided that, in any case referred to in clause (a) (ii) or (b), payment by the custodian, nominee, or agent to the beneficial owner is not otherwise subject to any such requirement), then the Company shall elect either (x) to redeem the outstanding Senior Notessuch Note in whole, in whole but not in part, at any timeits Redemption Price, upon or (y) if the conditions described in the next succeeding paragraph are satisfied, to pay the additional interest specified in such paragraph. The Company shall make such determination as soon as practicable and publish prompt notice thereof stating the effective date of such certification, documentation, information or other reporting requirement, whether the Company elects to redeem the Note or to pay the additional interest specified in the next succeeding paragraph and (if applicable) the last date by which the redemption of the Note must take place. If this Note is to be redeemed as described in this paragraph, the redemption shall take place on such date, not less later than one year after the publication of the determination notice, as the Company shall specify by notice given to the Trustee at least 60 days before the redemption date. Notice of such redemption shall be given to the Holder of this Note at least 30 nor but not more than 60 days’ 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, if any, then due or becoming due on the Tax Redemption Date in the event (i) 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) 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 the Company. Notwithstanding the foregoing, no such notice of redemption the Company shall be given earlier than 90 not so redeem the Note if the Company shall subsequently determine, at least 30 days prior to the earliest date redemption date, that subsequent payments on the Note would not be subject to any such certification, documentation, information or other reporting requirement, in which case the Company would, but for shall publish prompt notice of such redemption, subsequent determination and any earlier redemption notice given shall be obligated to make such payment or withholding or later than 90 days after the Company is first obligated to make such payment or withholdingrevoked and of no further effect. Prior to the delivery or mailing publication of any notice of redemption of the Senior Notes pursuant to the foregoingdetermination notice, the Company shall deliver to the Trustee (1) for the Note to be redeemed a certificate signed by a duly authorized officer stating that the Company is entitled obligated to effect the redemption make such determination and setting forth a statement of facts showing that the conditions precedent to the right obligation of the Company to so redeem the Note or to pay the additional interest specified in the next succeeding paragraph have occurred occurred, and (2) an opinion of an independent tax counsel of recognized international standing to the effect that such conditions have occurred. If and so long as the certification, documentation, information or other reporting requirement referred to in the preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Company may elect to pay as additional interest such amounts as may be necessary so that every net payment made outside the United States following the effective date of such requirement by the Company or any of its Paying Agents of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence or identity of such beneficial owner be disclosed to the Company, any paying agent or any governmental authority), after deduction or withholding for or on account of such backup withholding tax or similar charge (other than a backup withholding tax or similar charge that (i) would not be applicable in the circumstances referred to in the parenthetical clause (i) in of the first sentence of the first paragraph of this Section 204 existsection or (ii) is imposed as a result of presentation of this Note for payment more than 15 days after the date on which such payment became due and payable or on which payment thereof was duly provided for, whichever occurred later), will not be less than the amount then due and payable. If the Company elects to pay additional interest, then the Company shall have the right thereafter to redeem this Note at any time in whole, but not in part, at the Redemption Price, subject to the provisions described above. If the Company elects to pay additional interest and the Trustee condition specified above should no longer be satisfied, then the Company shall accept redeem this Note in whole, but not in part, at the Redemption Price, subject to the provisions of this section. Any such certificate and such opinion as sufficient evidence redemption payments made by the Company shall be subject to the continuing obligation of the satisfaction of the conditions precedent Company to pay additional interest as described above, which acceptance shall then be conclusive and binding on the Holders of Senior Notes.

Special Tax Redemption. The Company may elect to 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, 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) the Company isa "Redemption Price"), has become or would become obligated to payif a Payor 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 (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) , the Company has determined Payor 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 Companycase 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 entity 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 the Company would, but for such redemption, Payor would be obligated obliged to make such payment or withholding or later than 90 days after the Company is first obligated to make if a payment in respect of 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, the Company shall Payor will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 204 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. The Company 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, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) redemption or otherwise, if the Company 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 (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 date hereof (orClosing Date, 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) the Company has determined in its business judgment that is, or on the obligation next interest payment date would be, 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 the Companymeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, would be obligated to make such payment or withholding or later than 90 days after the Company is first obligated to make if a payment in respect of 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, the Company shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 204 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. The Company 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, if any, then due or becoming and which will become due on the Tax Redemption Date in the event (i) 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 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) , eircom Funding, with respect to the Company has determined 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 entity 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 the Company would, but for such redemption, Payor (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 Company time such 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, the Company 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 the Company 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 the Company 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 204 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. The Notes may be redeemed, at the option of the Company may elect to redeem the outstanding Senior Notes, 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, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) redemption or otherwise, if the Company 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 (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 on a later date, after such later date) (each of the foregoing in clauses (A) and (B), a “Change in Tax Law”); and (ii) the Company has determined in its business judgment that is, or on the obligation 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 the Companymeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, would be obligated to make such payment or withholding or later than 90 days after if a payment in respect of the Company 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, the Company shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of 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 204 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. 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, if any, then due or becoming due on the Tax Redemption Date in the event (i) 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) 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) unpaid interest, if any, thereon to, but excluding, the Company has determined 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 the Company. Notwithstanding Issuers, not including substitution of the foregoing, no such notice of redemption shall be given earlier than 90 days prior to obligor under the earliest date on which the Company would, but for such redemption, be obligated to make such payment or withholding or later than 90 days after the Company is first obligated to make such payment or withholdingNotes. Prior to the delivery publication or mailing of any notice of redemption of the Senior relevant Notes pursuant to the foregoingthis Paragraph 7 (and as a condition to such redemption), the Company shall Issuers will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company 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 204 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. 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, if any, then due or becoming and which will become due on the Tax Redemption Date in the event (i) 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 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) , the Company has determined 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 Companycase 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 entity 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 the Company would, but for such redemption, Payor (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 Company time such 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, the Company shall will deliver to the Senior Trustee (1a) a certificate signed by a duly authorized officer an Officer’s Certificate stating that 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 the Company 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 204 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. The Company 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, if any, then due or becoming and which will become due on the Tax Redemption Date in the event (i) 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 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) , eircom Funding, with respect to the Company has determined 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 entity 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 the Company would, but for such redemption, Payor (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 Company time such 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, the Company 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 the Company 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 the Company 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 204 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. The Euro Notes may be redeemed, at the option of the Company may elect to redeem the outstanding Senior Notes, 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, if any, then due or becoming and which will become due on the Tax Redemption Date in as a result of the event (i) redemption or otherwise, if the Company 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 (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), a “Change in Tax Law”); and (ii) 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 has determined in its business judgment that within 90 Days, 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 the Companymeasures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, would be obligated to make such payment or withholding or later than 90 days after if a payment in respect of the Company is first obligated to make such payment or withholdingEuro 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, the Company shall will deliver to the Trustee (1) a certificate signed by a duly authorized officer stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of 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 204 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. The Company 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, if any, then due or becoming due on the Tax Redemption Date in the event (i) the Company 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) the Company 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 Company. Notwithstanding Issuer may redeem, at its option, all the foregoingAffected 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 optional 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 the Company would, but for such redemption, Issuer would be obligated to make pay such Additional Amounts were a payment or withholding or later than 90 days after the Company 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, the Company shall deliver 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 Company is entitled Issuer would nonetheless have been required to effect the redemption and setting forth a statement pay Additional Amounts with respect to such Affected Securities in respect of facts showing that the conditions precedent to the right of the Company to so redeem have occurred such 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 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 NotesAdditional Amounts.

Special Tax Redemption. 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, if any, then due or becoming and which will become due on the Tax Redemption Date in the event (i) 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 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) , the Company has determined 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 Companycase 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 entity 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 the Company would, but for such redemption, Payor (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 Company time such 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, the Company shall will deliver to the Senior Trustee (1a) a certificate signed by a duly authorized officer an Officer’s Certificate stating that 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 the Company 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 204 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.