Common use of No Redemption Except for Taxation Reasons Clause in Contracts

No Redemption Except for Taxation Reasons. The Notes shall not be redeemable by the Company prior to the Maturity Date, except as described in this Article 16, and no sinking fund is provided for the Notes. On or prior to June 30, 2024, the Notes may be redeemed, in whole but not in part (a “Tax Redemption”), at the Company’s discretion at the Redemption Price, if (w) on the next date on which any amount would be payable in respect of the Notes or Guarantee, the Company or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Company or another Guarantor without the obligation to pay Additional Amounts), (x) the Company or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Company or any Guarantor), and (y) the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”).

No Redemption Except for Taxation Reasons. (a) The Notes shall may not be redeemable by the Company at its option prior to the Maturity Date, except as described set out in this Article 1616 (Redemption only for Taxation Reasons), and no sinking fund is shall be provided for the Notes. On or prior to June 30, 2024, the The Notes may be redeemedredeemed at the Company’s option, in whole but not in part (a “Tax Redemption”), at the Company’s discretion at the Tax Redemption Price, if (w) on the next date on which any amount would be payable in respect of the Notes or Guarantee, the Company or any Guarantor is or would be required to pay Additional Amounts (butwhich are more than a de minimis amount) as a result of (i) any change in the Applicable Tax Law of a Relevant Taxing Jurisdiction, which change is not publicly announced before, and becomes effective after, the date when the Notes are initially issued (or, if the applicable taxing jurisdiction became a Relevant Taxing Jurisdiction on a date after the Notes are initially issued, such later date), or (ii) any change on or after the date when the Notes are initially issued or, in the case of a GuarantorSuccessor Company, only if the payment giving rise to such requirement cannot be made by the Company or another Guarantor without the obligation to pay Additional Amounts), (x) the Company or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Company or any Guarantor), and (y) the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date such Successor Company assumes all of the Offering Memorandum (or if Company’s obligations under the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumNotes and this Indenture, after such later date); or (b) any change in, or amendment to, the official applicationin an interpretation, administration or interpretation application of such lawsApplicable Tax Law by any legislative body, regulations court, governmental agency, taxing authority or rulings regulatory or administrative authority of such relevant taxing jurisdiction (including by virtue the enactment of a holding, judgment any legislation and the announcement or order by a court publication of competent jurisdiction any judicial decision or a change in published practice), which change regulatory or amendment is announced and becomes effective after the date of the Offering Memorandum (administrative interpretation or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later datedetermination) (each of the foregoing clauses (a) and (b)such change, a “Change in Tax Law”); provided that the Company cannot avoid these obligations by taking reasonable measures available to it (provided that changing the Company’s jurisdiction of organization or domicile shall not be considered a reasonable measure) and further provided that, prior to or simultaneously with the Tax Redemption Notice, the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel specializing in taxation attesting that the Company has or will become, on or before the Tax Redemption Date, obligated to pay such Additional Amounts as a result of a Change in Tax Law. The Trustee shall and is entitled to accept and rely upon such Opinion of Counsel and Officers’ Certificate (without further investigation or enquiry) and it shall be conclusive and binding on the Holder. (b) If the Tax Redemption Date falls after a Regular Record Date and on or prior to the immediately following Interest Payment Date, the Company shall, on or, at its election, before such Interest Payment Date, pay the full amount of accrued and unpaid interest, and any Additional Amounts with respect to such interest, due on such interest payment date to the Holder of the Notes on the Regular Record Date corresponding to such Interest Payment Date. (c) The Company shall notify the Trustee in writing of its election and the date on which such interest and any Additional Amounts with respect to such interest will be paid at the time it provides such Tax Redemption Notice.

No Redemption Except for Taxation Reasons. The Notes shall not be redeemable by the Company prior to the Maturity Date, except as described in this Article 16, and no sinking fund is provided for the Notes. On or prior to June 30, 2024, the The Notes may be redeemed, in for cash, at the Company’s option, as a whole but not in part (a “Tax Redemption”), at the Company’s discretion at the Redemption Price, if (w) on the next date on which any amount would be payable in respect of the Notes or Guarantee, the Company or any Guarantor is or would be required will become obligated to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Company or another Guarantor without the obligation to pay Additional Amounts), (x) the Company or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Company or any Guarantor), and (y) the requirement arises as a result of: (a) any change in, in or amendment to, to the laws statutes (or any rules or regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction a Relevant Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such statutes, rules or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official interpretation, is announced and becomes effective on or after the original issue date of the Offering Memorandum (or Notes or, if the applicable Tax Relevant Taxing Jurisdiction became a Tax Jurisdiction on a date has changed after the original issue date of the Offering MemorandumNotes, after the date on which such later date)change occurred; or (b) any change in, an administrative pronouncement or amendment to, the action that represents an official application, administration or interpretation of such laws, regulations or rulings position (including by virtue clarification of an official position) of the governmental authority or regulatory body making such administrative pronouncement or taking such action in a holding, judgment or order by a court of competent jurisdiction or a change in published practice)Relevant Taxing Jurisdiction, which change or amendment such pronouncement is announced and becomes effective or action occurs on or after the original issue date of the Offering Memorandum (or Notes or, if the applicable Tax Relevant Taxing Jurisdiction became a Tax Jurisdiction on a date has changed after the original issue date of the Offering MemorandumNotes, after the date on which such later date) change occurred (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). Notwithstanding the foregoing, the Company shall not have the right to redeem the Notes pursuant to this Section 16.01 unless it has taken reasonable measures to avoid the obligation to pay such Additional Amounts.

No Redemption Except for Taxation Reasons. The Notes shall not be redeemable by the Company prior to the Maturity Date, except as described in this Article 16, and no sinking fund is provided for the Notes. On If any Obligor has, or prior to June 30, 2024, the Notes may be redeemed, in whole but not in part (a “Tax Redemption”), at the Company’s discretion at the Redemption Price, if (w) on the next date on which any amount would be payable in respect of the Notes or GuaranteeInterest Payment Date would, the Company or any Guarantor is or would be required become obligated to pay to any Holder Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Company or another Guarantor without the obligation to pay Additional Amounts), (x) the Company or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Company or any Guarantor), and (y) the requirement arises as a result of: (a) of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective on or after the date of the Offering Memorandum (or if the applicable Tax Relevant Jurisdiction became a Tax Relevant Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) in the laws or any change in, rules or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment Relevant Jurisdiction or order by a court of competent jurisdiction or a change in published practice), which any change or amendment is announced and becomes effective on or after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) in an interpretation, administration or application of such laws, rules or regulations by any legislative body, court, governmental agency, taxing authority or regulatory or administrative authority of such Relevant Jurisdiction (each including the enactment of any legislation and the foregoing clauses formal announcement or publication of any judicial decision or regulatory or administrative interpretation or determination) (a) and (b)each, a “Change in Tax Law”), the Company may, at its option, redeem for cash all, but not part, of the Notes then outstanding (except in respect of Excluded Holders that have complied with Section 16.04) (a “Tax Redemption”) at the Redemption Price; provided that the Company may only elect a Tax Redemption if (x) the relevant Obligor cannot avoid such obligation to pay Additional Amounts by taking commercially reasonable measures available to it, and (y) the Company delivers to the Trustee an opinion of outside legal counsel of recognized standing in the Relevant Jurisdiction attesting to such Change in Tax Law and obligation to pay Additional Amounts. Any Redemption Date must be prior to August 1, 2022.

No Redemption Except for Taxation Reasons. (a) The Notes shall may not be redeemable by the Company at its option prior to the Maturity Date, except as described set out in this Article 1616 (Redemption only for Taxation Reasons), and no sinking fund is shall be provided for the Notes. On or prior to June 30, 2024, the The Notes may be redeemedredeemed at the Company’s option, in whole but not in part (a “Tax Redemption”), at the Company’s discretion at the Tax Redemption Price, if (w) on the next date on which any amount would be payable in respect of the Notes or Guarantee, the Company or any Guarantor is or would be required to pay Additional Amounts (butwhich are more than a de minimis amount) as a result of (i) any change in the Applicable Tax Law of a Relevant Taxing Jurisdiction, which change is not publicly announced before, and becomes effective after, the date when the Notes are initially issued (or, if the applicable taxing jurisdiction became a Relevant Taxing Jurisdiction on a date after the Notes are initially issued, such later date), or (ii) any change on or after the date when the Notes are initially issued or, in the case of a GuarantorSuccessor Company, only if the payment giving rise to such requirement cannot be made by the Company or another Guarantor without the obligation to pay Additional Amounts), (x) the Company or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Company or any Guarantor), and (y) the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date such Successor Company assumes all of the Offering Memorandum (or if Company’s obligations under the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering MemorandumNotes and this Indenture, after such later date); or (b) any change in, or amendment to, the official applicationin an interpretation, administration or interpretation application of such lawsApplicable Tax Law by any legislative body, regulations court, governmental agency, taxing authority or rulings regulatory or administrative authority of such relevant taxing jurisdiction (including by virtue the enactment of a holding, judgment any legislation and the announcement or order by a court publication of competent jurisdiction any judicial decision or a change in published practice), which change regulatory or amendment is announced and becomes effective after the date of the Offering Memorandum (administrative interpretation or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later datedetermination) (each of the foregoing clauses (a) and (b)such change, a “Change in Tax Law”); provided that the Company cannot avoid these obligations by taking reasonable measures available to it (provided that changing the Company’s jurisdiction of organization or domicile shall not be considered a reasonable measure) and further provided that, prior to or simultaneously with the Tax Redemption Notice, the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel specializing in taxation attesting that the Company has or will become, on or before the Tax Redemption Date, obligated to pay such Additional Amounts as a result of a Change in Tax Law. The Trustee shall and is entitled to accept and rely upon such Opinion of Counsel and Officers’ Certificate (without further investigation or enquiry) and it shall be conclusive and binding on the Holder.

No Redemption Except for Taxation Reasons. The Notes shall not be redeemable by the Company prior to the Maturity Date, except as described in this Article 16, and no sinking fund is provided for the Notes. On or prior to June 30December 31, 20242022, the Notes may be redeemed, in whole but not in part (a “Tax Redemption”), at the Company’s discretion at the Redemption Price, if (w) on the next date on which any amount would be payable in respect of the Notes or Guarantee, the Company or any Guarantor is or would be required to pay Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Company or another Guarantor without the obligation to pay Additional Amounts), (x) the Company or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Company or any Guarantor), and (y) the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b), a “Change in Tax Law”).

No Redemption Except for Taxation Reasons. (a) The Notes shall not be redeemable by the Company prior to the Maturity Date, except as described set out in this Article 16, and no sinking fund is shall be provided for the Notes. On or prior to June 30, 2024, the The Notes may be redeemed, in for cash, at the Company’s option, as a whole but not in part (a “Tax Redemption”), at the Company’s discretion at the Tax Redemption Price, if (w) on the next date on which any amount would be payable in respect of the Notes or GuaranteeNotes, the Company or any Guarantor is or would be required to pay Additional Amounts (but, in the case of which are more than a Guarantor, only if the payment giving rise to such requirement cannot be made by the Company or another Guarantor without the obligation to pay Additional Amounts), (xde minims amount) the Company or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Company or any Guarantor), and (y) the requirement arises as a result of: (a) of any change inin the Applicable Tax Law of a Relevant Taxing Jurisdiction, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is not publicly announced before, and becomes effective after after, the date of when the Offering Memorandum Notes are initially issued (or or, if the applicable Tax Jurisdiction taxing jurisdiction became a Tax Relevant Taxing Jurisdiction on a date after the date of the Offering MemorandumNotes are initially issued, after such later date); or (b) any change in, or amendment to, the official application, administration or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is announced and becomes effective after the date of the Offering Memorandum (or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later date) (each of the foregoing clauses (a) and (b)any such change, a “Change in Tax Law”); provided that the Company cannot avoid these obligations by taking reasonable measures available to it and further provided that, prior to or simultaneously with the Tax Redemption Notice, the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel specializing in taxation attesting that the Company has or will become, on or before the Tax Redemption Date, obligated to pay such Additional Amounts as a result of a Change in Tax Law and an Officers’ Certificate stating that such obligation cannot be avoided by taking reasonable measures available to it. The Trustee shall accept and rely upon such Opinion of Counsel and Officers’ Certificate (without further investigation or enquiry) and it shall be conclusive and binding on the Holder. (b) If the Tax Redemption Date falls after a Regular Record Date and on or prior to the immediately following Interest Payment Date, the Company shall, on or, at its election, before such Interest Payment Date, pay the full amount of accrued and unpaid interest, and any Additional Amounts with respect to such interest, due on such interest payment date to the Holder of the Notes on the Regular Record Date corresponding to such Interest Payment Date. The Company shall notify the Trustee in writing of its election and the date on which such interest and any Additional Amounts with respect to such interest will be paid at the time it provides such Tax Redemption Notice. Notwithstanding anything to the contrary herein, neither the Company nor any Successor Company may redeem any of the Notes in the case any Additional Amounts are payable in respect of the withholding tax and any other tax collected at source imposed by the People’s Republic of China at a cumulative rate of 16.8% or less solely as a result of the Company or any Successor Company being considered a tax resident of the People’s Republic of China under the PRC Enterprise Income Tax Law.

No Redemption Except for Taxation Reasons. (a) The Notes shall not be redeemable by the Company prior to the Maturity Date, except as described set out in this Article 16, and no sinking fund is shall be provided for the Notes. On or prior to June 30, 2024, the The Notes may be redeemedredeemed at the Company’s option, in as a whole but not in part (a “Tax Redemption”), at the Company’s discretion at the Tax Redemption Price, if (w) on the next date on which any amount would be payable in respect of the Notes or Guarantee, the Company or any Guarantor is or would be required to pay Additional Amounts (butwhich are more than a de minimis amount) as a result of (i) any change in the Applicable Tax Law of a Relevant Taxing Jurisdiction, which change is not publicly announced before, and becomes effective after, the date when the Notes are initially issued (or, if the applicable taxing jurisdiction became a Relevant Taxing Jurisdiction on a date after the Notes are initially issued, such later date), or (ii) any change on or after the date when the Notes are initially issued or, in the case of a GuarantorSuccessor, only if the payment giving rise to such requirement cannot be made by the Company or another Guarantor without the obligation to pay Additional Amounts), (x) the Company or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, appointment of a new Paying Agent but excluding the reincorporation or reorganization of the Company or any Guarantor), and (y) the requirement arises as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction which change or amendment is announced and becomes effective after the date such Successor assumes all of the Offering Memorandum (or if Company’s obligations under the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after Notes and the date of the Offering Memorandumindenture, after such later date); or (b) any change in, or amendment to, the official applicationin an interpretation, administration or interpretation application of such lawsApplicable Tax Law by any legislative body, regulations court, governmental agency, taxing authority or rulings regulatory or administrative authority of such relevant taxing jurisdiction (including by virtue the enactment of a holding, judgment any legislation and the announcement or order by a court publication of competent jurisdiction any judicial decision or a change in published practice), which change regulatory or amendment is announced and becomes effective after the date of the Offering Memorandum (administrative interpretation or if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Offering Memorandum, after such later datedetermination) (each of the foregoing clauses (a) and (b)such change, a “Change in Tax Law”); provided that the Company cannot avoid these obligations by taking reasonable measures available to it (provided that changing the Company’s jurisdiction of organization or domicile shall not be considered a reasonable measure) and further provided that, prior to or simultaneously with the Tax Redemption Notice, the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel specializing in taxation attesting that the Company has or will become, on or before the Tax Redemption Date, obligated to pay such Additional Amounts as a result of a Change in Tax Law. The Trustee shall and is entitled to accept and rely upon such Opinion of Counsel and Officers’ Certificate (without further investigation or enquiry) and it shall be conclusive and binding on the Holder. (b) If the Tax Redemption Date falls after a Regular Record Date and on or prior to the immediately following Interest Payment Date, the Company shall, on or, at its election, before such Interest Payment Date, pay the full amount of accrued and unpaid interest, and any Additional Amounts with respect to such interest, due on such interest payment date to the Holder of the Notes on the Regular Record Date corresponding to such Interest Payment Date. (c) The Company shall notify the Trustee in writing of its election and the date on which such interest and any Additional Amounts with respect to such interest will be paid at the time it provides such Tax Redemption Notice.