Common use of Tax Redemption Clause in Contracts

Tax Redemption. If specified pursuant to Section 3.01, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS

Tax Redemption. If specified pursuant to Section 3.01, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS

Tax Redemption. If specified pursuant to Section 3.01301, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price Redemption Price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemptionredemption on the Redemption Date specified pursuant to Section 301, upon the giving of a notice as described below, if (1) the Company Issuer determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to in Section 3.01301, if any date is so specified, the Company Issuer has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 with respect to any Security of such series or (b) on or after a date specified pursuant to Section 3.01301 with respect to any Security of such series, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyIssuer, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the CompanyIssuer, will result in the Company Issuer becoming obligated to pay, on the next succeeding date on which interest is dueInterest Payment Date, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company Issuer in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the CompanyIssuer; provided, provided however, that (i) no such notice of redemption may be given earlier than 90 or later than 30 days prior to the earliest date on which the Company Issuer would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.013.1, the Securities of a series will be subject Company shall have the right to redemption at any timeredeem, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company (or its successor) determines that (ai) as a result of (A) any amendment to or change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) or of any political subdivision or taxing authority thereof or therein affecting taxationtherein, as applicable, or (B) any amendment to or change in position regarding an interpretation or application or interpretation of such lawslaws or regulations by any legislative body, regulations court, governmental agency or rulings regulatory authority (including a holding by a court the enactment of competent jurisdictionany legislation and the publication of any judicial decision or regulatory determination), which amendment or change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.013.1, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.5, or (bii) on or after a date specified pursuant to Section 3.013.1, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, in Canada (or the jurisdiction of organization of the Company’s successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Companyseries; provided, however, that (ia) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Corporation shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but and not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company Corporation (or its successor) determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the later of a date specified pursuant to Section 3.01301, if any date is so specified, or, if applicable, the Company date a Person organized in a jurisdiction other than Canada or the United States becomes the Corporation’s successor pursuant to Section 801, the Corporation or such successor reasonably determines that it has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after the later of a date specified pursuant to Section 3.01301, if any date is so specified, or, if applicable, on or after the date a Person organized in a jurisdiction other than Canada or the United States becomes the Corporation’s successor pursuant to Section 801, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyCorporation or such successor, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the CompanyCorporation, will likely result in the Company Corporation or such successor, becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company Corporation or such successor, in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the CompanyCorporation or such successor; provided, however, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company Corporation would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTWELVE

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Company shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company (or its successor) determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTWELVE

Tax Redemption. If specified pursuant to Section 3.01, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Securities (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada the U.S. or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada the U.S. or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees Trustee a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Securities of a series will be subject Company shall have the right to redemption at any timeredeem, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company (or its successor) determines that (ai) as a result of (A) any change in or amendment to or change (including any announced prospective change) in the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company's successor) or of any political subdivision or taxing authority thereof or therein affecting taxationtherein, as applicable, or (B) any amendment to or change in position regarding an interpretation or application or interpretation of such lawslaws or regulations by any legislative body, regulations court, governmental agency or rulings regulatory authority (including a holding by a court the enactment of competent jurisdictionany legislation and the publication of any judicial decision or regulatory determination), which amendment or change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005, or (bii) on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, in Canada (or the jurisdiction of organization of the Company's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Companyseries; provided, however, that (ia) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTWELVE

Tax Redemption. If specified pursuant to Section 3.01, the Securities of a series The Notes will be subject to redemption at any time, in whole but not in part, at the option of the Issuer, at a redemption price equal to the principal amount thereof thereof, together with accrued and unpaid interest interest, including Special Interest, if any, to the date fixed for redemption, upon the giving of a notice by the Issuer as described below, if (1) the Company Issuer or a relevant Guarantor, as the case may be, determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or of any political subdivision or taxing authority thereof or therein affecting taxationtherein) or any other jurisdiction in which the Issuer or any Guarantor (including successors) is organized or otherwise resident for tax purposes or any jurisdiction from or through which any payment hereunder or with respect to any note or Note Guarantee is made (any of the foregoing, a “Taxing Jurisdiction”), or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a the date specified pursuant to Section 3.01, if any date is so specifiedof the Indenture, the Company Issuer or the relevant Guarantor has or will become obligated to pay, on the next succeeding date on which scheduled interest is duepayment date, Additional Amounts pursuant with respect to the Notes or Note Guarantees as described under Section 11.05 4.21 of the Indenture or (b) on or after a the date specified pursuant to Section 3.01of the Indenture, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyIssuer or a Guarantor, or any change, amendment, application or interpretation of the laws of the Taxing Jurisdiction shall be officially proposed, which, in any such case, in the opinion written Opinion of Counsel to the CompanyIssuer or the relevant Guarantor of legal counsel of recognized standing, will result in a material probability that the Company becoming Issuer or the relevant Guarantor will become obligated to pay, on the next succeeding date on which scheduled interest is duepayment date, Additional Amounts with respect to any Security of such series Note or Note Guarantee and (2) in any such casecase the Issuer or the relevant Guarantor, as the Company case may be, in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the CompanyIssuer or the relevant Guarantor; provided, provided however, that (i) no such notice of redemption may be given earlier than 90 or later than 30 days prior to the earliest date on which the Company Issuer or the relevant Guarantor, as applicable, would be obligated to pay such Additional Amounts were a payment in respect of the Securities Notes then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company Issuer elects to redeem the Securities notes pursuant to the provisions set forth in the preceding paragraph, the Company shall Issuer will deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTrustee:

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Company shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company (or its successor) determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; providedPROVIDED, howeverHOWEVER, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTWELVE

Tax Redemption. If specified pursuant to Section 3.01, the Securities of a series The Notes will be subject to redemption at any time, in whole but not in part, at the option of the Issuer, at a redemption price equal to the principal amount thereof thereof, together with accrued and unpaid interest interest, including Special Interest, if any, to the date fixed for redemption, upon the giving of a notice by the Issuer as described below, if (1) the Company Issuer or a relevant Guarantor, as the case may be, determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or of any political subdivision or taxing authority thereof or therein affecting taxationtherein) or any other jurisdiction in which the Issuer or any Guarantor (including successors) is organized or otherwise resident for tax purposes or any jurisdiction from or through which any payment hereunder or with respect to any note or Note Guarantee is made (any of the foregoing, a “Taxing Jurisdiction”), or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a the date specified pursuant to Section 3.01, if any date is so specifiedof this Indenture, the Company Issuer or the relevant Guarantor has or will become obligated to pay, on the next succeeding date on which scheduled interest is duepayment date, Additional Amounts pursuant with respect to the Notes or Note Guarantees as described under Section 11.05 4.21 hereof or (b) on or after a the date specified pursuant to Section 3.01of this Indenture, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyIssuer or a Guarantor, or any change, amendment, application or interpretation of the laws of the Taxing Jurisdiction shall be officially proposed, which, in any such case, in the opinion written Opinion of Counsel to the CompanyIssuer or the relevant Guarantor of legal counsel of recognized standing, will result in a material probability that the Company becoming Issuer or the relevant Guarantor will become obligated to pay, on the next succeeding date on which scheduled interest is duepayment date, Additional Amounts with respect to any Security of such series Note or Note Guarantee and (2) in any such casecase the Issuer or the relevant Guarantor, as the Company case may be, in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the CompanyIssuer or the relevant Guarantor; provided, provided however, that (i) no such notice of redemption may be given earlier than 90 or later than 30 days prior to the earliest date on which the Company Issuer or the relevant Guarantor, as applicable, would be obligated to pay such Additional Amounts were a payment in respect of the Securities Notes then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company Issuer elects to redeem the Securities notes pursuant to the provisions set forth in the preceding paragraph, the Company shall Issuer will deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTrustee:

Tax Redemption. If specified pursuant to Section 3.01, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price Redemption Price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01in the applicable supplemental indenture, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS.

Tax Redemption. If specified pursuant to Section 3.01, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTWELVE

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01, the Company shall have the right to redeem the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price Redemption Price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as and on the terms and subject to satisfaction of the other conditions described below, if (1) the Company determines that (a) as a result of there is any change in or amendment (including any announced prospective change or amendment) to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein therein, affecting taxation, or any change in position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court any applicable legislative body, court, governmental agency or regulatory authority of competent jurisdiction)Canada or of any political subdivision or taxing authority thereof or therein, which change or amendment is announced or becomes effective on or after the date of issuance with respect to the Securities of such series and, in a date specified pursuant written opinion to Section 3.01the Company of legal counsel of recognized standing, if any date is so specifiedas a result of such change or amendment, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such caseassuming, in the opinion case of Counsel to any announced prospective change or amendment, that such announced change or amendment will become effective as of the Company, will result date specified in such announcement and in the Company becoming form announced) become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series pursuant to Section 10.05 and (2) in any such case, the Company (or its successor), in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Companyit; provided, however, that (i) no such notice of such redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated obligated, but for such redemption, to pay such Additional Amounts were or later than 365 days after the Company first becomes liable to pay any Additional Amounts as a payment in respect result of the Securities then due, and any changes or amendments described above; (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Any redemption pursuant to this Section 11.08 shall be effected in accordance with the other provisions of this Article. In the event that the Company elects to redeem the Securities of any series pursuant to the provisions set forth in the preceding paragraphthis Section, the Company it shall deliver to the Trustees a certificateTrustee, signed by prior to the giving of the notice of redemption to Holders, an authorized officer, Officer's Certificate stating that the Company it is entitled to redeem the Securities of such series pursuant to their termsthis Section. ARTICLE THIRTEEN TWELVE SINKING FUNDS

Tax Redemption. If specified pursuant to Section 3.01, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price Redemption Price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01in the applicable supplemental indenture, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; providedPROVIDED, howeverHOWEVER, that (i) no such notice of redemption may be given earlier than 90 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS.

Tax Redemption. If specified pursuant (a) The Company shall have the right to Section 3.01, redeem (a "TAX REDEMPTION") the Securities of a series will be subject to redemption at any timeNotes, in whole but not in partpart (other than with respect to any Notes for which the Holder or any holder of Additional Notes shall have delivered a Notice of Election pursuant to this Section 11 or analogous provisions of the Additional Notes), at a redemption price equal to the principal Principal amount thereof together with accrued and unpaid interest Interest to the date fixed for redemptionTax Redemption Date (the "TAX REDEMPTION PRICE"), upon providing the giving Holder and each holder of Additional Notes a written notice as (a "NOTICE OF TAX REDEMPTION") and on the terms and subject to satisfaction of the other conditions described below, if (1i) the Company determines that (a) as a result of there is any change in or amendment (including any announced prospective change or amendment) to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein therein, affecting taxation, or any change in position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court any applicable legislative body, court, governmental agency or regulatory authority of competent jurisdiction)Canada or of any political subdivision or taxing authority thereof or therein, which change or amendment is announced or becomes effective on or after the date of issuance with respect to the Notes and, in a date specified pursuant written opinion to Section 3.01the Company of legal counsel of recognized standing, if any date is so specifiedas a result of such change or amendment, the Company has or will (assuming, in the case of any announced prospective change or amendment, that such announced change or amendment will become effective as of the date specified in such announcement and in the form announced) become obligated to pay, on the next succeeding date on which interest is due, ; (ii) Additional Amounts in excess of those required to be paid by it prior to any such change or amendment pursuant to Section 11.05 14 or (b) on any Additional Amounts if no Additional Amounts were required to be paid by it prior to any such change or after a date specified amendment pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in 14 (athe "EXCESS ADDITIONAL AMOUNTS") above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in and (iii) the Company becoming obligated to pay(or its successor), on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Companyit; provided, however, that (ix) no such notice Notice of redemption Tax Redemption may be given less than 30 days 20 or earlier than 90 60 days prior to the earliest date on which the Company would be obligated obligated, but for such Tax Redemption, to pay such Excess Additional Amounts were or later than 365 days after the Company first becomes liable to pay any Excess Additional Amounts as a payment in respect result of the Securities then due, and any changes or amendments described above; (iiy) at the time such notice Notice of redemption Tax Redemption is given, such obligation to pay such Excess Additional Amounts remains in effect. In The date all of the event that holders of Notes receive the Company elects Notice of Tax Redemption is referred to redeem as the Securities "TAX REDEMPTION NOTICE DATE". All Conversion Amounts converted by the Holder after the Tax Redemption Notice Date shall reduce the Principal of this Note redeemed on the Tax Redemption Date. Redemptions made pursuant to the provisions set forth this Section 11 shall be made in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSaccordance with Section 15.

Tax Redemption. If specified pursuant to Section 3.01301, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Securities of a series will be subject Company shall have the right to redemption at any timeredeem, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company (or its successor) determines that (ai) as a result of (A) any change in or amendment to or change (including any announced prospective change) in the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company's successor) or of any political subdivision or taxing authority thereof or therein affecting taxationtherein, as applicable, or (B) any amendment to or change in position regarding an interpretation or application or interpretation of such lawslaws or regulations by any legislative body, regulations court, governmental agency or rulings regulatory authority (including a holding by a court the enactment of competent jurisdictionany legislation and the publication of any judicial decision or regulatory determination), which amendment or change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005, or (bii) on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction or organization of the Company's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) and, in any such case, the Company in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; providedPROVIDED, howeverHOWEVER, that (ia) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN TWELVE SINKING FUNDS

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01, the Issuer shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company Issuer determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or the Applicable Jurisdiction or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in the official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date or dates specified pursuant to Section 3.01, if any date is so specified, the Company Issuer has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.05 or Reorganization Additional Amounts pursuant to Section 8.01 or there is more than an insubstantial risk that the Issuer could be denied the deduction of interest paid or payable in respect of the Securities in computing the Issuer's income for the purposes of the INCOME TAX ACT (Canada) or a Canadian provincial or territorial income tax statute, or (b) on or after a date or dates specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or the Applicable Jurisdiction or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyIssuer, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the CompanyIssuer, will result in the Company Issuer becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts or Reorganization Additional Amounts with respect to any Security of such series or there is more than an insubstantial risk that the Issuer could be denied the deduction of interest paid or payable in respect of the Securities in computing the Issuer's income for the purpose of the INCOME TAX ACT (Canada) or a Canadian provincial or territorial income tax statute, and (2) in any such case, the Company Issuer in its business judgment determines that any such obligation under paragraph (1) above cannot be avoided by the use of reasonable measures available to the CompanyIssuer; providedPROVIDED, howeverHOWEVER, that (i) no such notice of redemption may be given earlier than 90 60 nor later than 30 days prior to the earliest date on which the Company Issuer would be obligated to pay such Additional Amounts or Reorganization Additional Amounts were a payment in respect of the Securities then duedue or on which the Issuer would be denied the deduction of interest paid or payable in respect of the Securities, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts or Reorganization Additional Amounts or such denial of the deductibility of interest remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS.

Tax Redemption. If specified pursuant to Section 3.01301, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price Redemption Price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemptionredemption on the Redemption Date specified pursuant to Section 301, upon the giving of a notice as described below, if (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to in Section 3.01301, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 with respect to any Security of such series or (b) on or after a date specified pursuant to Section 3.01301 with respect to any Security of such series, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is dueInterest Payment Date, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, provided however, that (i) no such notice of redemption may be given earlier than 90 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTWELVE

Tax Redemption. If specified pursuant to Section 3.01, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Securities (1i) the Company determines that that: (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada the U.S. or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 11.05; or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada the U.S. or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series series; and (2ii) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that that: (ia) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, ; and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees Trustee a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS.

Tax Redemption. If (a) Unless otherwise specified pursuant to Section 3.01301, the Securities of Company shall have the right to redeem a series will be subject to redemption of Securities at any time, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof together with accrued and unpaid interest to to, but not including, the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company determines that (ai) as a result of (A) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada a Relevant Taxing Jurisdiction or of any political subdivision or taxing authority thereof or therein affecting taxation, or (B) any change in position regarding the application or interpretation of such laws, regulations or rulings by any legislative body, court, governmental agency or regulatory authority (including a holding by a court of competent jurisdiction)) of a Relevant Taxing Jurisdiction, which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, the Company has or a successor, as applicable, have or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant with respect to Section 11.05 any Security of such series; or (bii) on or after a date specified pursuant to Section 3.01301, if any date is so specified, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or thereinin a Relevant Taxing Jurisdiction, including any of those actions specified in clause (a) abovei), whether or not such action was taken or such decision was rendered with respect to the CompanyCompany or a successor, as applicable, or any change, amendment, application or interpretation shall will be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will shall result in the Company Company, or its successor, as applicable, becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) series, and, in any such casecase set forth in clause (i) or (ii), the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that Company (i) no such notice which shall not include the substitution of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment an obligor in respect of the Securities then duedebt securities); and in any such case, and (ii) at the time such notice Company, in its business judgment, determines that the payment of redemption is given, such obligation to pay such Additional Amounts remains in effect. In cannot be avoided by the event that the Company elects to redeem the Securities pursuant use of reasonable measures available to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSCompany.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Securities of Company shall have the right to redeem a series will be subject to redemption of Securities at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to to, but not including, the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company determines that (ai) as a result of (A) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, taxation or (B) any change in the official position regarding the application or interpretation of such laws, regulations or rulings by any legislative body, court, governmental agency or regulatory authority (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, the Company has or will shall become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1009, or (bii) on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of organization of the Company’s successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will shall result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) and, in any such casecase set forth in Clause (i) or (ii) above, the Company in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (ia) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which fixed for redemption and such notice shall specify the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then duedate fixed for redemption, and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the a series of Securities pursuant to the provisions set forth in the preceding paragraphthis Section 1109, the Company shall deliver to the Trustees a certificate, signed by Trustee an authorized officer, Officers’ Certificate stating that the Company is entitled to redeem the such series of Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS.

Tax Redemption. If specified pursuant to Section 3.01301, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company (or its successor) determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in the jurisdiction other than Canada or the United States becomes the Company’s successor, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, if any date so specified, or the date a party organized in a jurisdiction other than Canada or the United Sates becomes the Company’s successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTWELVE

Tax Redemption. If specified pursuant to Section 3.01, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN TWELVE SINKING FUNDS

Tax Redemption. If specified pursuant (a) The Company shall have the right to Section 3.01, redeem (a "TAX REDEMPTION") the Securities of a series will be subject to redemption at any timeNotes, in whole but not in partpart (other than with respect to any Notes for which the Holder or any holder of Additional Notes shall have delivered a Notice of Election pursuant to this Section 11 or analogous provisions of the Additional Notes), at a redemption price equal to the principal Principal amount thereof together with accrued and unpaid interest Interest to the date fixed for redemptionTax Redemption Date (the "TAX REDEMPTION PRICE"), upon providing the giving Holder and each holder of Additional Notes a written notice as (a "NOTICE OF TAX REDEMPTION") and on the terms and subject to satisfaction of the other conditions described below, if (1i) the Company determines that (a) as a result of there is any change in or amendment (including any announced prospective change or amendment) to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein therein, affecting taxation, or any change in position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court any applicable legislative body, court, governmental agency or regulatory authority of competent jurisdiction)Canada or of any political subdivision or taxing authority thereof or therein, which change or amendment is announced or becomes effective on or after the date of issuance with respect to the Notes and, in a date specified pursuant written opinion to Section 3.01the Company of legal counsel of recognized standing, if any date is so specifiedas a result of such change or amendment, the Company has or will (assuming, in the case of any announced prospective change or amendment, that such announced change or amendment will become effective as of the date specified in such announcement and in the form announced) become obligated to pay, on the next succeeding date on which interest is due, ; (ii) Additional Amounts in excess of those required to be paid by it prior to any such change or amendment pursuant to Section 11.05 14 or (b) on any Additional Amounts if no Additional Amounts were required to be paid by it prior to any such change or after a date specified amendment pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in 14 (athe "EXCESS ADDITIONAL AMOUNTS") above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in and (iii) the Company becoming obligated to pay(or its successor), on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Companyit; provided, however, that (ix) no such notice Notice of redemption Tax Redemption may be given less than 30 days or earlier than 90 60 days prior to the earliest date on which the Company would be obligated obligated, but for such Tax Redemption, to pay such Excess Additional Amounts were or later than 365 days after the Company first becomes liable to pay any Excess Additional Amounts as a payment in respect result of the Securities then due, and any changes or amendments described above; (iiy) at the time such notice Notice of redemption Tax Redemption is given, such obligation to pay such Excess Additional Amounts remains in effect. In The date all of the event that holders of Notes receive the Company elects Notice of Tax Redemption is referred to redeem as the Securities "TAX REDEMPTION NOTICE DATE". All Conversion Amounts converted by the Holder after the Tax Redemption Notice Date shall reduce the Principal of this Note redeemed on the Tax Redemption Date. Redemptions made pursuant to the provisions set forth this Section 11 shall be made in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSaccordance with Section 15.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Company shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company (or its successor) determines that (a) as a result of (i) any change in or amendment amendment, including any announced prospective change, to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company's successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, or (ii) any amendment to or change in position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a any legislative body, court of competent jurisdiction, government agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specifiedspecified (or the date a Person organized in a jurisdiction other than Canada or the United States becomes the Company's successor), the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, if any date is so specified (or the date a Person organized in a jurisdiction other than Canada or the United States becomes the Company's successor), any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of organization of the Company's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; providedPROVIDED, howeverHOWEVER, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTWELVE

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Securities of a series will be subject Company shall have the right to redemption at any timeredeem, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company (or its successor) determines that (ai) as a result of (A) any change in or amendment to or change (including any announced prospective change) in the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) or of any political subdivision or taxing authority thereof or therein affecting taxationtherein, as applicable, or (B) any amendment to or change in position regarding an interpretation or application or interpretation of such lawslaws or regulations by any legislative body, regulations court, governmental agency or rulings regulatory authority (including a holding by a court the enactment of competent jurisdictionany legislation and the publication of any judicial decision or regulatory determination), which amendment or change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005, or (bii) on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction or organization of the Company’s successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) and, in any such case, the Company in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (ia) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the any Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees Trustee a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the such Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTWELVE

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Securities of a series will be subject Company shall have the right to redemption redeem at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to to, but not including, the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company determines that (ai) as a result of (A) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, taxation or (B) any change in the official position regarding the application or interpretation of such laws, regulations or rulings by any legislative body, court, governmental agency or regulatory authority (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, the Company has or will shall become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1010, or (bii) on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of organization of the Company’s successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will shall result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) and, in any such casecase set forth in Clause (i) or (ii) above, the Company in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (ia) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then duedue and such notice shall specify the date fixed for redemption, and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the a series of Securities pursuant to the provisions set forth in the preceding paragraphthis Section 1109, the Company shall deliver to the Trustees a certificate, signed by Trustee an authorized officer, Officers’ Certificate stating that the Company is entitled to redeem the such series of Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS.

Tax Redemption. If specified pursuant to Section 3.01301, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price Redemption Price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemptionredemption on the Redemption Date specified pursuant to Section 301, upon the giving of a notice as described below, if (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to in Section 3.01301, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 with respect to any Security of such series or (b) on or after a date specified pursuant to Section 3.01301 with respect to any Security of such series, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is dueInterest Payment Date, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, provided however, that (i) no such notice of redemption may be given earlier than 90 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS.

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Securities of a series will be subject Company shall have the right to redemption at any timeredeem, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company (or its successor) determines that (ai) as a result of (A) any change in or amendment to or change (including any announced prospective change) in the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company's successor) or of any political subdivision or taxing authority thereof or therein affecting taxationtherein, as applicable, or (B) any amendment to or change in position regarding an interpretation or application or interpretation of such lawslaws or regulations by any legislative body, regulations court, governmental agency or rulings regulatory authority (including a holding by a court the enactment of competent jurisdictionany legislation and the publication of any judicial decision or regulatory determination), which amendment or change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005, or (bii) on or after a date specified pursuant to Section 3.01301, if any date is so specified, or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction or organization of the Company's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) and, in any such case, the Company in its business judgment judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, howeverHOWEVER, that (ia) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (iib) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN TWELVE SINKING FUNDS

Tax Redemption. If specified pursuant to Section 3.01, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) -------- ------- no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN TWELVE SINKING FUNDS

Tax Redemption. If specified pursuant to Section 3.01301, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01in the applicable prospectus supplement, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTWELVE

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Company shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company (or its successor) determines that (a) as a result of (i) any change in or amendment to or change, including any announced prospective change, in the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company's successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, as applicable or (ii) any amendment to or change in position regarding an interpretation or application or interpretation of such lawslaws or regulations by any legislative body, regulations court, government agency or rulings regulatory authority (including a holding by a court the enactment of competent jurisdictionany legislation and the publication of any judicial decision or regulatory determination), which amendment or change or amendment is announced or becomes effective on or after a the date specified pursuant to Section 3.01301, if any date is so specifiedspecified (or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor), the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, if any date is so specified (or the date a party organized in a jurisdiction other than Canada or the United States becomes the Company's successor), any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of organization of the Company's successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such caseseries; PROVIDED, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, howeverHOWEVER, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTWELVE

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01301, the Company shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company or the Guarantor (or their successors), as the case may be, determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01301, if any date is so specified, the Company or the Guarantor has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 1005 or (b) on or after a date specified pursuant to Section 3.01301, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyCompany or the Guarantor, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the CompanyCompany or the Guarantor, will result in the Company or the Guarantor becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security or Guarantee of such series and (2) in any such case, the Company or the Guarantor, as the case may be, in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the CompanyCompany or the Guarantor; providedPROVIDED, howeverHOWEVER, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company or the Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTWELVE

Tax Redemption. If Unless otherwise specified pursuant to Section 3.01, the Issuer shall have the right to redeem, at any time, the Securities of a series will be subject to redemption at any timeseries, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company Issuer determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or the Applicable Jurisdiction or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in the official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date or dates specified pursuant to Section 3.01, if any date is so specified, the Company Issuer has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.05 or Reorganization Additional Amounts pursuant to Section 8.01 or there is more than an insubstantial risk that the Issuer could be denied the deduction of interest paid or payable in respect of the Securities in computing the Issuer's income for the purposes of the Income Tax Act (Canada) or a Canadian provincial or territorial income tax statute, or (b) on or after a date or dates specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or the Applicable Jurisdiction or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyIssuer, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the CompanyIssuer, will result in the Company Issuer becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts or Reorganization Additional Amounts with respect to any Security of such series or there is more than an insubstantial risk that the Issuer could be denied the deduction of interest paid or payable in respect of the Securities in computing the Issuer's income for the purpose of the Income Tax Act (Canada) or a Canadian provincial or territorial income tax statute, and (2) in any such case, the Company Issuer in its business judgment determines that any such obligation under paragraph (1) above cannot be avoided by the use of reasonable measures available to the CompanyIssuer; provided, however, that (i) no such notice of redemption may be given earlier than 90 60 nor later than 30 days prior to the earliest date on which the Company Issuer would be obligated to pay such Additional Amounts or Reorganization Additional Amounts were a payment in respect of the Securities then duedue or on which the Issuer would be denied the deduction of interest paid or payable in respect of the Securities, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts or Reorganization Additional Amounts or such denial of the deductibility of interest remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS.

Tax Redemption. If specified pursuant to Section 3.013.1, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company Corporation determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01in the applicable prospectus supplement, if any date is so specified, the Company Corporation has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.5 or (b) on or after a date specified pursuant to Section 3.013.1, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyCorporation, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the CompanyCorporation, will result in the Company Corporation becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company Corporation in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the CompanyCorporation; provided, howeverPROVIDED HOWEVER, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company Corporation would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS.

Tax Redemption. If specified pursuant to Section 3.01, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTHIRTEEN

Tax Redemption. If specified pursuant to Section 3.01, the Securities of a series will be subject to redemption at any time, in whole but not in part, at the option of the Company at any time, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest interest, if any, to the date fixed by the Company for redemption, upon the giving of a notice as described below, if (1a) the Company determines that (ai) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein a Tax Jurisdiction affecting taxation, or any change in or amendment to official position of such Tax Jurisdiction regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or and becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is dueany amount would be payable in respect of the Securities, Additional Amounts pursuant to Section 11.05 10.05 or (bii) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the written opinion of Counsel to the Companyindependent tax counsel as referenced below, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is dueany amount would be payable in respect of the Securities, Additional Amounts with respect to any Security of such series series, and (2b) in any such case, the Company in its business judgment determines determines, as evidenced by the officer’s certificate referenced below, that such obligation cannot be avoided by the use of reasonable measures available to the CompanyCompany (including designating another paying agent); provided, however, that (ix) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts, and (iiy) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS80 Prior to the publication or, where relevant, mailing of any notice of redemption of the Securities pursuant to the foregoing, the Company will deliver to the Trustees an opinion of independent tax counsel of nationally recognized standing to the effect that there has been such change or amendment which would entitle the Company to redeem the Securities hereunder. In addition, before the Company publishes or mails notice of redemption of the Securities as described above, it will deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company cannot avoid its obligation to pay Additional Amounts by the Company taking reasonable measures available to it and all other conditions for such redemption have been met. The Trustees shall be entitled to rely on such officers’ certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Tax Redemption. If specified pursuant to Section 3.01, the Canadian Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if in regard to the Canadian Securities (1) the Company determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the Company; provided, however, that (i) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSTHIRTEEN

Tax Redemption. If specified pursuant to Section 3.01, the Securities of a series will be subject to redemption at any time, in whole but not in part, at the option of the Company at any time, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest interest, if any, to the date fixed by the Company for redemption, upon the giving of a notice as described below, if (1a) the Company determines that (ai) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein a Tax Jurisdiction affecting taxation, or any change in or amendment to official position of such Tax Jurisdiction regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or and becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is dueany amount would be payable in respect of the Securities, Additional Amounts pursuant to Section 11.05 10.05 or (bii) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (ai) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the written opinion of Counsel to the Companyindependent tax counsel as referenced below, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is dueany amount would be payable in respect of the Securities, Additional Amounts with respect to any Security of such series series, and (2b) in any such case, the Company in its business judgment determines determines, as evidenced by the officer’s certificate referenced below, that such obligation cannot be avoided by the use of reasonable measures available to the CompanyCompany (including designating another paying agent); provided, however, that (ix) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts, and (iiy) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDSPrior to the publication or, where relevant, mailing of any notice of redemption of the Securities pursuant to the foregoing, the Company will deliver to the Trustees an opinion of independent tax counsel of nationally recognized standing to the effect that there has been such change or amendment which would entitle the Company to redeem the Securities hereunder. In addition, before the Company publishes or mails notice of redemption of the Securities as described above, it will deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company cannot avoid its obligation to pay Additional Amounts by the Company taking reasonable measures available to it and all other conditions for such redemption have been met. The Trustees shall be entitled to rely on such officers’ certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Tax Redemption. If Unless otherwise specified with respect to any Securities pursuant to Section 3.013.1, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if (1) the Company Corporation determines that (a) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a the date specified pursuant to Section 3.013.1, if any date is so specified, the Company Corporation has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 10.5 or (b) on or after a the date specified pursuant to Section 3.013.1, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the CompanyCorporation, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the opinion Opinion of Counsel to the CompanyCorporation of recognized standing, will result in the Company Corporation becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series and (2) in any such case, the Company Corporation in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures available to the CompanyCorporation; provided, howeverPROVIDED HOWEVER, that (i) no such notice of redemption may be given earlier than 90 60 or later than 30 days prior to the earliest date on which the Company Corporation would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. In the event that the Company elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS.