Common use of Redemption Upon Changes in Withholding Taxes Clause in Contracts

Redemption Upon Changes in Withholding Taxes. Subject to the further provisions of this Section 3.09, the Issuer at its option may at any time redeem all, but not less than all, of the Senior Notes (or in the event that the Senior Notes are in the form of Definitive Registered Senior Notes, all, but not less than all, of the affected Definitive Registered Senior Notes) in cash at 100% of the principal amount of such Senior Notes, plus accrued and unpaid interest thereon and Additional Amounts, if any, to the Repayment Date, upon not less than 30 nor more than 60 days' notice. This right of redemption applies only if, as a result of any amendment to, or change in, the laws (including any regulations or rulings thereunder) of England and Wales (including any European Union law or directive that has the effect of law in England and Wales) or any other jurisdiction in which the Issuer is organized, engaged in business, resident for Tax purposes or generally subject to Tax, or of any political subdivision or Taxing Authority of or in any of the foregoing (any of the aforementioned being a "TAXING JURISDICTION"), or any amendment to or change in any official position concerning the administration, application or interpretations of such laws or regulations (including a judgment by a court of competent jurisdiction), which amendment or change is announced and effective on or after the Issue Date, the Issuer satisfies the Trustee immediately before giving any notice referred to above that it has become or will become obligated to pay Additional Amounts pursuant to Section 4.37 (Additional Amounts) which are more than a de minimis amount (as determined by the Issuer in its reasonable judgment) on the next date on which any amount would be payable with respect to such Senior Notes and the Issuer determines in good faith that such obligation cannot be avoided by the use of reasonable measures available to the Issuer (including, without limitation, by changing the jurisdiction from which or through which payments on such Senior Notes are made). No such notice of redemption may be given earlier than 45 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts were a payment in respect of the Senior Notes then due. The Issuer may give such notice only if, at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Immediately prior to giving any notice of redemption described above, the Issuer shall deliver to the Trustee (1) an Officers' Certificate stating that the Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to elect to redeem have occurred and (2) an Opinion of Outside Counsel qualified under the laws of the relevant Taxing Jurisdiction in form and substance reasonably satisfactory to the Trustee to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such amendment or change and that the Issuer cannot avoid the payment of such Additional Amounts by taking reasonable measures available to it. The Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstances referred to above, in which event they shall be conclusive and binding on the holders of the Senior Notes.

Redemption Upon Changes in Withholding Taxes. Subject to the further provisions of this Section 3.093.10, the Issuer at its option may at any time redeem all, but not less than all, of the Senior Junior Notes (or in the event that the Senior Junior Notes are in the form of Definitive Registered Senior Junior Notes, all, but not less than all, of the affected Definitive Registered Senior Junior Notes) in cash at 100% of the principal amount of such Senior Junior Notes, plus accrued and unpaid interest thereon and Additional Amounts, if any, to the Repayment Date, upon not less than 30 nor more than 60 days' notice. This right of redemption applies only if, as a result of any amendment to, or change in, the laws (including any regulations or rulings thereunder) of England and Wales (including any European Union law or directive that has the effect of law in England and Wales) or any other jurisdiction in which the Issuer is organized, engaged in business, resident for Tax purposes or generally subject to Tax, or of any political subdivision or Taxing Authority of or in any of the foregoing (any of the aforementioned being a "TAXING JURISDICTION"), or any amendment to or change in any official position concerning the administration, application or interpretations of such laws or regulations (including a judgment by a court of competent jurisdiction), which amendment or change is announced and effective on or after the Issue Date, the Issuer satisfies the Trustee immediately before giving any notice referred to above that it has become or will become obligated to pay Additional Amounts pursuant to Section 4.37 4.36 (Additional Amounts) which are more than a de minimis amount (as determined by the Issuer in its reasonable judgment) on the next date on which any amount would be payable with respect to such Senior Junior Notes and the Issuer determines in good faith that such obligation cannot be avoided by the use of reasonable measures available to the Issuer (including, without limitation, by changing the jurisdiction from which or through which payments on such Senior Junior Notes are made). No such notice of redemption may be given earlier than 45 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts were a payment in respect of the Senior Junior Notes then due. The Issuer may give such notice only if, at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Immediately prior to giving any notice of redemption described above, the Issuer shall deliver to the Trustee (1) an Officers' Certificate stating that the Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to elect to redeem have occurred and (2) an Opinion of Outside Counsel qualified under the laws of the relevant Taxing Jurisdiction in form and substance reasonably satisfactory to the Trustee to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such amendment or change and that the Issuer cannot avoid the payment of such Additional Amounts by taking reasonable measures available to it. The Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstances referred to above, in which event they shall be conclusive and binding on the holders of the Senior Junior Notes. Notwithstanding the foregoing, the Issuer shall not have the right to redeem the Junior Notes pursuant to this Section at any time during a Standstill Period or when a Payment Stop Event has occurred and is continuing.

Redemption Upon Changes in Withholding Taxes. Subject to the further provisions of this Section 3.09The Issuer may, the Issuer at its option may option, redeem the Notes, in whole but not in part, at any time redeem all, but not less than all, of the Senior Notes (or in the event that the Senior Notes are in the form of Definitive Registered Senior Notes, all, but not less than all, of the affected Definitive Registered Senior Notes) in cash at 100% of the principal amount of such Senior Notes, plus accrued and unpaid interest thereon and Additional Amounts, if any, to the Repayment Date, upon giving not less than 30 nor more than 60 days' notice. This right ’ notice to the Holders, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to the Redemption Date and all Additional Amounts, if any, then due and which will become due on the date of redemption applies only if, as a result of any amendment tothe redemption or otherwise, or change in, if the laws (including any regulations or rulings thereunder) of England and Wales (including any European Union law or directive Issuer determines in good faith that has the effect of law in England and Wales) Issuer or any other jurisdiction in which the Issuer Guarantor is organizedor, engaged in business, resident for Tax purposes or generally subject to Tax, or of any political subdivision or Taxing Authority of or in any of the foregoing (any of the aforementioned being a "TAXING JURISDICTION"), or any amendment to or change in any official position concerning the administration, application or interpretations of such laws or regulations (including a judgment by a court of competent jurisdiction), which amendment or change is announced and effective on or after the Issue Date, the Issuer satisfies the Trustee immediately before giving any notice referred to above that it has become or will become obligated to pay Additional Amounts pursuant to Section 4.37 (Additional Amounts) which are more than a de minimis amount (as determined by the Issuer in its reasonable judgment) on the next date on which any amount would be payable with in respect of the Notes, would be obliged to such Senior pay Additional Amounts which are more than a de minimis amount in respect of the Notes pursuant to the terms and conditions thereof, which the Issuer determines in good faith that such obligation or Guarantor cannot be avoided avoid by the use of reasonable measures available to it (including making payment through a paying agent located in another jurisdiction) as a result of: (a) any change in, or amendment to, the Issuer laws or treaties (includingor any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the date of the Indenture or, without limitationif the Relevant Taxing Jurisdiction has changed since the date of the Indenture, by changing on or after the jurisdiction from which or through which payments on such Senior Notes are made). No such notice of redemption may be given earlier than 45 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts were then current Relevant Taxing Jurisdiction became the Relevant Taxing Jurisdiction under the Indenture (or, in the case of a payment in respect successor person, on or after the date of assumption by the successor person of the Senior Notes then due. The Issuer may give such notice only if, at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Immediately prior to giving any notice of redemption described above, the Issuer shall deliver to the Trustee (1) an Officers' Certificate stating that the Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to elect to redeem have occurred and (2) an Opinion of Outside Counsel qualified under the laws of the relevant Taxing Jurisdiction in form and substance reasonably satisfactory to the Trustee to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such amendment or change and that the Issuer cannot avoid the payment of such Additional Amounts by taking reasonable measures available to it. The Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstances referred to above, in which event they shall be conclusive and binding on the holders of the Senior Notes.Issuer’s obligations hereunder); or

Redemption Upon Changes in Withholding Taxes. Subject to the further provisions of this Section 3.093.10, the Issuer at its option may at any time redeem all, but not less than all, of the Senior Junior Notes (or in the event that the Senior Junior Notes are in the form of Definitive Registered Senior Junior Notes, all, but not less than all, of the affected Definitive Registered Senior Junior Notes) in cash at 100% of the principal amount of such Senior Junior Notes, plus accrued and unpaid interest thereon and Additional Amounts, if any, to the Repayment Date, upon not less than 30 nor more than 60 days' notice. This right of redemption applies only if, as a result of any amendment to, or change in, the laws (including any regulations or rulings thereunder) of England and Wales (including any European Union law or directive that has the effect of law in England and Wales) or any other jurisdiction in which the Issuer is organized, engaged in business, resident for Tax purposes or generally subject to Tax, or of any political subdivision or Taxing Authority of or in any of the foregoing (any of the aforementioned being a "TAXING JURISDICTION"), or any amendment to or change in any official position concerning the administration, application or interpretations of such laws or regulations (including a judgment by a court of competent jurisdiction), which amendment or change is announced and effective on or after the Issue Date, the Issuer satisfies the Trustee immediately before giving any notice referred to above that it has become or will become obligated to pay Additional Amounts pursuant to Section 4.37 4.36 (Additional Amounts) which are more than a de minimis amount (as determined by the Issuer in its reasonable judgment) on the next date on which any amount would be payable with respect to such Senior Junior Notes and the Issuer determines in good faith that such obligation cannot be avoided by the use of reasonable measures available to the Issuer (including, without limitation, by changing the jurisdiction from which or through which payments on such Senior Junior Notes are made). No such notice of redemption may be given earlier than 45 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts were a payment in respect of the Senior Junior Notes then due. The Issuer may give such notice only if, at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Immediately prior to giving any notice of redemption described above, the Issuer shall deliver to the Trustee (1) an Officers' Certificate stating that the Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to elect to redeem have occurred and (2) an Opinion of Outside Counsel qualified under the laws of the relevant Taxing Jurisdiction in form and substance reasonably satisfactory to the Trustee to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such amendment or change and that the Issuer cannot avoid the payment of such Additional Amounts by taking reasonable measures available to it. The Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstances referred to above, in which event they shall be conclusive and binding on the holders of the Senior Junior Notes. Notwithstanding the foregoing, the Issuer shall not have the right to redeem the Junior Notes pursuant to this Section at any time during a Standstill Period or when a Payment Stop Event has occurred and is continuing.