Common use of Optional Redemption for Taxation Reasons Clause in Contracts

Optional Redemption for Taxation Reasons. (a) If, with respect to any payment due or to become due under the Notes or this Indenture, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction affecting taxation, or any change in the existing official position regarding the application or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective (i) with respect to the Company or any Subsidiary Guarantor, on or after the Issue Date, or (ii) with respect to any Future Subsidiary Guarantor or Successor Company, on or after the date on which such Future Subsidiary Guarantor or Successor Company becomes a Subsidiary Guarantor or Successor Company, the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and such requirement cannot be avoided by the taking of reasonable measures by the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, the Notes may be redeemed, at the option of the Company or a Successor Company, as a whole but not in part, upon giving not less than 30 days’ nor more than 60 days’ notice to the Holders and upon reasonable written notice in advance of such notice to Holders to the Trustee (which notice shall be irrevocable), at a redemption price equal to the U.S. Dollar Settlement Amount of 100% of the principal amount thereof, together with accrued and unpaid interest (including any Additional Amounts), if any, to the date fixed by the Company or the Successor Company, as the case may be, for redemption; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Notes were then due. (b) Prior to the mailing of any notice of redemption of the Notes pursuant to Section 5.2(a), the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, will deliver to the Trustee at least 30 days but not more than 60 days before the Redemption Date: (i) a certificate signed by two directors or officers of the Company, Successor Company, or Subsidiary Guarantor, as the case may be, stating that such change or amendment referred to in Section 5.2(a) has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, taking reasonable measures available to it; and (ii) an Opinion of Counsel from counsel of recognized standing with respect to tax matters of the Relevant Jurisdiction and independent of the Company to the effect that the Company, Successor Company or Subsidiary Guarantor, as the case may be, has become obligated to pay such Additional Amounts as a result of such change or amendment referred to above. The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders. (c) Any Notes that are redeemed will be cancelled.

Optional Redemption for Taxation Reasons. (ai) If, with respect to at any payment due or to become due under the Notes or this Indenturetime, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) by reason of a Relevant Jurisdiction affecting taxationchange in any Italian law or regulation, or any change in the existing official position regarding the application or interpretation of such lawsthereof, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes becoming effective (i) with respect to the Company or any Subsidiary Guarantor, on or after the Issue Date, or (ii) with respect to any Future Subsidiary Guarantor or Successor Companythe Issuer would, on the occasion of the next payment of principal or after interest due in respect of the date on which Notes, not be able to make such Future Subsidiary Guarantor or Successor Company becomes payment without having to pay additional amounts as specified in Condition 7 (a Subsidiary Guarantor or Successor CompanyGross-Up Event), the CompanyIssuer may, a Successor Company or a Subsidiary Guarantorsubject to satisfaction of the Conditions for Redemption and Purchase, as the case may be, is, or on the next any Interest Payment Date would beDate, required subject to pay Additional Amounts, and such requirement canhaving given not be avoided by the taking of reasonable measures by the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, the Notes may be redeemed, at the option of the Company or a Successor Company, as a whole but not in part, upon giving not more than 60 nor less than 30 days’ nor more than 60 days’ ' prior notice to the Holders and upon reasonable written notice Noteholders in advance of such notice to Holders to the Trustee accordance with Condition 12 (which notice shall be irrevocable), redeem the Notes in whole, but not in part, at a redemption price equal to the U.S. Dollar Settlement Amount of 100% of the their principal amount thereofamount, together with all interest accrued and unpaid interest (including any Additional Amounts), if any, Arrears of Interest) to the date fixed for redemption. (ii) If, an opinion of a recognised law firm of international standing has been delivered to the Issuer and the Fiscal Agent, stating that by reason of a change in Italian law or regulation, or any change in the official application or interpretation of such law, becoming effective after the Issue Date, the tax regime of any payments under the Notes is modified and such modification results in a material reduction in the deductibility of payments of interest by the Company or the Successor Company, as the case may be, for redemption; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, would be obligated to pay such Additional Amounts if a payment Issuer in respect of the Notes were then due. (ba Tax Deductibility Event and, together with a Gross-Up Event, a Tax Event), so long as this cannot be avoided by the Issuer taking reasonable measures available to it at the time, the Issuer may, subject to satisfaction of the Conditions for Redemption and Purchase, redeem the Notes in whole, but not in part, at their principal amount together with all interest accrued (including any Arrears of Interest) Prior to the mailing date fixed for redemption, on the latest practicable date on which the Issuer could make such payment with interest payable being tax deductible in Italy or, if such date has past, as soon as practicable thereafter. The Issuer shall give the Fiscal Agent notice of any notice of such redemption of the Notes pursuant to Section 5.2(a), the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, will deliver to the Trustee at least not less than 30 days but not nor more than 60 days before the Redemption Date: (i) date fixed for redemption and the Fiscal Agent shall promptly thereafter publish a certificate signed by two directors or officers notice of the Company, Successor Company, or Subsidiary Guarantor, as the case may be, stating that such change or amendment referred to redemption in Section 5.2(a) has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, taking reasonable measures available to it; and (ii) an Opinion of Counsel from counsel of recognized standing accordance with respect to tax matters of the Relevant Jurisdiction and independent of the Company to the effect that the Company, Successor Company or Subsidiary Guarantor, as the case may be, has become obligated to pay such Additional Amounts as a result of such change or amendment referred to above. The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the HoldersCondition 12. (c) Any Notes that are redeemed will be cancelled.

Optional Redemption for Taxation Reasons. If (ai) If, with respect to any payment due or to become due under the Notes or this Indenture, as a result of any change in, or amendment to, the laws (or regulations of Spain or of any political subdivision thereof or any regulations authority or rulings promulgated thereunder) of a Relevant Jurisdiction affecting taxation, agency therein or any change thereof having power to tax or in the existing official position regarding the application interpretation or interpretation administration of any such laws, laws or regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective (i) with respect to the Company or any Subsidiary Guarantor, on or after the Issue Date, or (ii) with respect to any Future Subsidiary Guarantor or Successor Company, on or after the date on which of issue of the first issued Senior Preferred Debt Securities of such Future Subsidiary Guarantor or Successor Company becomes a Subsidiary Guarantor or Successor Companyseries, the Company, Company shall determine that (a) the Company would be required to pay Additional Amounts pursuant to Section 10.04 or (b) the Company would not be entitled to claim a Successor Company or a Subsidiary Guarantor, as the case may be, is, or deduction in computing tax liabilities in Spain in respect of any interest to be paid on the next Interest Payment Date on such series of Senior Preferred Debt Securities or the value of such deduction to the Company would be, required to pay Additional Amounts, be materially reduced or (c) the applicable tax treatment of the Senior Preferred Debt Securities of such series changes in a material way that was not reasonably foreseeable at the issue date and (ii) such requirement cannot be avoided circumstances are evidenced by the taking of reasonable measures delivery by the CompanyCompany to the Trustee of a copy of the Supervisory Permission for the redemption, a Successor Company or a Subsidiary Guarantor, if and as the case may berequired, the Notes may be redeemedCompany may, at the its option of the Company or a Successor Company, as a whole but not in part, upon giving not and having given no less than 30 days’ 15 nor more than 60 30 days’ notice to the Holders and upon reasonable written notice in advance of the Senior Preferred Debt Securities of such notice to Holders to the Trustee series in accordance with Section 11.04 (which notice shall be irrevocable), at ) and a redemption price equal concurrent copy thereof to the U.S. Dollar Settlement Trustee, redeem in whole, but not in part, the Outstanding Senior Preferred Debt Securities of such series (in accordance with the requirements of Applicable Banking Regulations in force at the relevant time) at their early tax redemption amount (the “Early Redemption Amount of 100% of the (Tax)”) (which shall be their principal amount thereofamount), together with any accrued and unpaid interest thereon to (including any Additional Amounts), if any, to but excluding) the date fixed by the Company or the Successor Company, as the case may be, for redemption; provided provided, however, that (i) in the case of (i)(a) above, no such notice of redemption shall may be given earlier than 90 days prior to the earliest date on which the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Notes were Senior Preferred Debt Securities of such series then due. (b) Prior to the mailing of any notice of redemption of the Notes pursuant to Section 5.2(a), the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, will deliver to the Trustee at least 30 days but not more than 60 days before the Redemption Date: (i) a certificate signed by two directors or officers of the Company, Successor Company, or Subsidiary Guarantor, as the case may be, stating that such change or amendment referred to in Section 5.2(a) has occurred, describing the facts related thereto due and stating that such requirement cannot be avoided by the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, taking reasonable measures available to it; and (ii) an Opinion of Counsel from counsel of recognized standing redemption due to changes in tax treatment pursuant to this Section 11.08 may only take place in accordance with respect Applicable Banking Regulations in force at the relevant time and subject to tax matters of the Relevant Jurisdiction and independent of the Company to the effect that the Companyobtaining Supervisory Permission therefor, Successor Company or Subsidiary Guarantor, if and as the case may be, has become obligated to pay such Additional Amounts as a result of such change or amendment referred to above. The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holdersrequired. (c) Any Notes that are redeemed will be cancelled.

Optional Redemption for Taxation Reasons. If (ai) If, with respect to any payment due or to become due under the Notes or this Indenture, as a result of any change in, or amendment to, the laws (or regulations of Spain or of any political subdivision thereof or any regulations authority or rulings promulgated thereunder) of a Relevant Jurisdiction affecting taxation, agency therein or any change thereof having power to tax or in the existing official position regarding the application interpretation or interpretation administration of any such laws, laws or regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective (i) with respect to the Company or any Subsidiary Guarantor, on or after the Issue Date, or (ii) with respect to any Future Subsidiary Guarantor or Successor Company, on or after the date on which of issue of the first issued Senior Preferred Debt Securities of such Future Subsidiary Guarantor or Successor Company becomes a Subsidiary Guarantor or Successor Companyseries, the Company, a Successor Company or a Subsidiary Guarantor, as shall determine that (a) the case may be, is, or on the next Interest Payment Date Company would be, be required to pay Additional Amounts, and such requirement canAmounts pursuant to Section 10.04 or (b) the Company would not be avoided entitled to claim a deduction in computing tax liabilities in Spain in respect of any interest to be paid on the next interest payment date on such series of Senior Preferred Debt Securities or the value of such deduction to the Company would be materially reduced or (c) the applicable tax treatment of the Senior Preferred Debt Securities of such series changes in a material way that was not reasonably foreseeable at the issue date and (ii) such circumstances are evidenced by the taking of reasonable measures delivery by the CompanyCompany to the Trustee of a copy of the Supervisory Permission for the redemption, a Successor Company or a Subsidiary Guarantor, if and as the case may berequired, the Notes may be redeemedCompany may, at the its option of the Company or a Successor Company, as a whole but not in part, upon giving not and having given no less than 30 days’ 15 nor more than 60 30 days’ notice to the Holders and upon reasonable written notice in advance of the Senior Preferred Debt Securities of such notice to Holders to the Trustee series in accordance with Section 11.04 (which notice shall be irrevocable), at ) and a redemption price equal concurrent copy thereof to the U.S. Dollar Settlement Trustee, redeem in whole, but not in part, the Outstanding Senior Preferred Debt Securities of such series (in accordance with the requirements of Applicable Banking Regulations in force at the relevant time) at their early tax redemption amount (the “Early Redemption Amount of 100% of the (Tax)”) (which shall be their principal amount thereofamount), together with any accrued and unpaid interest thereon to (including any Additional Amounts), if any, to but excluding) the date fixed by the Company or the Successor Company, as the case may be, for redemption; provided provided, however, that (i) in the case of (i)(a) above, no such notice of redemption shall may be given earlier than 90 days prior to the earliest date on which the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Notes were Senior Preferred Debt Securities of such series then due. (b) Prior to the mailing of any notice of redemption of the Notes pursuant to Section 5.2(a), the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, will deliver to the Trustee at least 30 days but not more than 60 days before the Redemption Date: (i) a certificate signed by two directors or officers of the Company, Successor Company, or Subsidiary Guarantor, as the case may be, stating that such change or amendment referred to in Section 5.2(a) has occurred, describing the facts related thereto due and stating that such requirement cannot be avoided by the Company, a Successor Company or a Subsidiary Guarantor, as the case may be, taking reasonable measures available to it; and (ii) an Opinion of Counsel from counsel of recognized standing redemption due to changes in tax treatment pursuant to this Section 11.08 may only take place in accordance with respect Applicable Banking Regulations in force at the relevant time and subject to tax matters of the Relevant Jurisdiction and independent of the Company to the effect that the Companyobtaining Supervisory Permission therefor, Successor Company or Subsidiary Guarantor, if and as the case may be, has become obligated to pay such Additional Amounts as a result of such change or amendment referred to above. The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holdersrequired. (c) Any Notes that are redeemed will be cancelled.