Redemption following a Tax Event. The Notes may be redeemed at the option of the Issuer (in its sole discretion and subject to the provisions of Condition 6(g)) in whole, but not in part, at any time on giving not less than 15 nor more than 45 days’ notice in accordance with Condition 12 (which notice shall be irrevocable), if, as a result of a Tax Law Change, on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 (a Tax Event) and the same cannot be avoided by the Issuer taking reasonable measures available to it (such measures not involving any material additional payments by, or expense for, the Issuer), provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(c), the Issuer shall deliver to the Fiscal Agent, to be made available to the Noteholders upon request, a certificate signed by two Directors of the Issuer stating that (i) a Tax Event has occurred and that the same cannot be avoided by the Issuer taking reasonable measures available to it and (ii) the conditions set out in Condition 6(g) have been satisfied and such certificate shall (in the absence of manifest error or bad faith) be conclusive and sufficient evidence of the matters confirmed therein and binding on the Noteholders. Notes redeemed pursuant to this Condition 6(c) will be redeemed at their principal amount together with unpaid interest accrued to (but excluding) the date of redemption. In these Terms and Conditions, Tax Law Change means any change in, or amendment to, the laws or regulations of Ireland or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date.
Redemption following a Tax Event. The Partnership may at its option redeem the Notes, in whole but not in part, at any time within 120 days after a Tax Event at a Redemption Price in cash equal to 100% of the principal amount of the Notes, plus, subject to Section 2.5 of this Fourth Supplemental Indenture, accrued and unpaid interest on the Notes to, but excluding, the Redemption Date.
Redemption following a Tax Event. Subject to the approval of the Central Bank of Brazil or any other applicable Brazilian authority for such redemption (if such approval is then required), on any Interest Payment Date, the Issuer may redeem the Notes in whole, but not in part, following the occurrence of a Tax Event. In the case of redemption following a Tax Event, the Issuer will redeem the Notes at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest, if any, through the date of such redemption, including any Additional Amounts. Before giving notice of redemption which shall be delivered to Noteholders no less than 30 days prior to the related Payment Date and to the Trustee no less than 45 days prior to such Payment Date, the Issuer shall deliver to the Trustee an Officer’s Certificate stating that (i) subject to the obtainment of any pending necessary approvals, the Issuer is entitled to effect such redemption in accordance with the terms of this Indenture and stating the facts relating thereto and (ii) the Issuer took all reasonable measures available to the Issuer to avoid payment of the Additional Amounts. The statement shall be accompanied by a written Opinion of Brazilian Counsel to the effect that (x) the Issuer has or will become obligated to pay the Additional Amounts and (y) that all approvals necessary for the Issuer to effect the redemption have been obtained and are in full force and effect or specifying any such necessary approvals that as of the date of such opinion are still necessary but have not been obtained.
