Change of Control Put Event definition

Change of Control Put Event means the Notes are rated below Investment Grade by each of the Rating Agencies on any date during the period (the “Change of Control Period”) commencing on the date of the first public announcement by the Issuer of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Change of Control Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings downgrade) and are not, within the Change of Control Period, subsequently upgraded to an Investment Grade rating provided that a Change of Control Put Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and shall not be deemed a Change of Control Put Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Change of Control Put Event). Notwithstanding the foregoing, no Change of Control Put Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

Change of Control Put Event means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event.

Change of Control Put Event means an event or circumstance in which any person, or group of persons acting in concert, in each case other than SEGRO or PSP (a “New Ultimate Owner”), gains Control of the Issuer or the Guarantor (a “Change of Control”), where:

Examples of Change of Control Put Event in a sentence

• Promptly upon the Issuer becoming aware that a Change of Control Put Event has occurred, the Issuer shall give notice (a “Change of Control Put Event Notice”) to the Noteholders in accordance with Condition 14 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option.

• The Trustee is under no obligation to ascertain whether a Change of Control Put Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Put Event or Change of Control has occurred and, until it shall have actual knowledge or notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no Change of Control Put Event or Change of Control or other such event has occurred.

• If Change of Control Put is specified as being applicable in the applicable Final Terms, upon the occurrence of a Change of Control Put Event (as defined below) while this Note remains outstanding, the holder of this Note will have the option (the Change of Control Put Option) to require the Issuer to redeem or, at the Issuer’s option, to purchase (or procure the purchase of) this Note on the Change of Control Redemption Date (as defined below).

• The Trustee shall not be required to take any steps to ascertain whether a Change of Control Put Event or Change of Control or any event which could lead to the occurrence of, or could constitute, a Change of Control Put Event or Change of Control has occurred and, until it shall have received notice thereof pursuant to the Trust Deed to the contrary, the Trustee may assume that no Change of Control Put Event or Change of Control or other such event has occurred.

• If a Change of Control Put Event occurs, then the Noteholders shall have the option (a Change of Control Put Option), within 20 Business Days of a Put Event Notice being given to the Noteholders in accordance with Condition 13 (Notices) (the Exercise Period), to give to the Issuer through a Paying Agent a Put Notice (as defined below) requiring the Issuer to redeem Notes held by such Noteholder on the Change of Control Redemption Date.

More Definitions of Change of Control Put Event

Change of Control Put Event means the Notes cease to be rated Investment Grade (defined below) by all three Rating Agencies (defined below) on any date during the period starting 60 days prior to the Issuer’s first public announcement of any Change of Control and ending 60 days following consummation of the Change of Control (subject to extension as long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change, other than an announcement with positive implications), and the Rating Agencies confirm that any reduction in ratings is attributable to the Change of Control. However, no Change of Control Put Event will be deemed to have occurred unless and until the Change of Control has been consummated. The Issuer shall be required to send written notice to the Trustee of any Change of Control Put Event;

Change of Control Put Event means the occurrence of a Change of Control;

Change of Control Put Event will be deemed to occur if:

Change of Control Put Event means that a Change of Control has occurred and:

Change of Control Put Event means: (i) a Change of Control occurs and, if at the start of the Change of Control Period the Notes are rated by any Rating Agency, a Rating Downgrade in respect of that Change of Control occurs within such Change of Control Period; or (ii) a Change of Control occurs and, on the occurrence of the Change of Control, the Notes are not rated by any Rating Agency;

Change of Control Put Event has the meaning set out in Condition 7.3;

Change of Control Put Event means the occurrence of both (a) a Change of Control and (b) a Negative Ratings Event resulting from that Change of Control, each as more fully described in the Loan Agreement.Withholding Tax All payments in respect of the Notes by or on behalf of the Issuer will be made free and clear of, and without deduction or withholding for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by or within Ireland or any political subdivision or any authority thereof or therein having the power to tax, other than as required by law. In the event that such taxes are required to be deducted or withheld, the sum payable by the Issuer will be required (subject to certain exceptions) to be increased to the extent necessary to ensure that the Noteholders receive the sum which they would have received had no such deduction or withholding been required. See "Terms and Conditions of the Notes–Taxation".All payments of interest and principal under the Loan by the Borrower and/or the ABH Financial Deed of Guarantee by ABH Financial, as the case may be, will be made free and clear of and without deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the Russian Federation or Ireland (in the case of payments under the Loan) or the Republic of Cyprus or Russia (in the case of payments under the ABH Financial Guarantee), or any political subdivision or any authority thereof or therein having the power to tax, unless the deduction or withholding of such taxes or duties is required by law. In such event the sum payable by the Borrower or ABH Financial, as the case may be, (subject to certain customary exceptions) will be required to be increased to the extent necessary to ensure that after such deduction or withholding, the Issuer receives the sum, which it would have received had no such deduction or withholding been required.Negative Pledge So long as any Note remains outstanding the Borrower shall not, and shall request that ABH Financial shall not, and shall instruct and direct that any Material Subsidiary shall not, directly or indirectly, create, incur or suffer to exist any Lien, other than a Permitted Lien, on any of its assets, now owned or hereafter acquired, securing any Indebtedness unless (i) the Notes are secured equally and rateably with such other Indebtedness or (ii) such other security for the Notes as may be approved by the T...