Common use of Optional Redemption Upon a Tax Event Clause in Contracts

Optional Redemption Upon a Tax Event. If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, rules or regulations, or any treaties or related agreements to which the Taxing Jurisdiction is a party (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Issue Date (or if the Taxing Jurisdiction became a Taxing Jurisdiction on a later date, such later date), (i) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts or (ii) any of the Guarantors or any successor to any of the Guarantors has or will become obligated to pay Additional Amounts, in each case, in excess of the Additional Amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, the Issuer or any successor to the Issuer may, at its option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to but excluding the date fixed for redemption (including any Additional Amounts which are then payable), upon publication of irrevocable notice to Holders not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which the Issuer, the Guarantors or a successor to the foregoing would, but for such redemption, become obligated to pay any such Additional Amounts were payment then due. For the avoidance of doubt, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless (a) it is or will become obligated to pay such Additional Amounts or (b) any of the Guarantors or any successor to any of the Guarantors is or will become obligated to pay such Additional Amounts. Notwithstanding the foregoing, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless it has taken reasonable measures (including without limitation, using reasonable measures to cause payment on the Notes to be made through a paying agent in a different jurisdiction or by the Issuer, its successor or another Subsidiary) to avoid the obligation to pay Additional Amounts. For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Issuer or any successor of the Issuer. In the event that the Issuer or any successor elects to so redeem the Notes pursuant to this Section 3.01(e), it will deliver to the Trustee: (i) a certificate, signed in the name of the Issuer or any successor to the Issuer by any two of its executive officers or by its attorney-in-fact in accordance with its bylaws, stating that the Issuer or any successor to the Issuer is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or any successor to the Issuer to so redeem have occurred or been satisfied and that such obligation cannot be avoided by taking reasonable measures to avoid such obligation (including, without limitation, by causing payment on the Notes to be made through a paying agent in a different jurisdiction or by a Subsidiary); and (ii) an Opinion of Counsel to the effect that (1) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts or the Guarantors or any successor to the Guarantors is or will become obligated to pay Additional Amounts in either case in excess of the additional amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, (2) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above and (3) that all governmental requirements necessary for the Issuer or any successor to the Issuer to effect the redemption have been complied with.

Optional Redemption Upon a Tax Event. If If, as a result of any change in or amendment to the tax laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, rules or regulations, or any treaties or related agreements relating to or affecting taxation to which the Taxing Jurisdiction is a party (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Issue Date (or if the Taxing Jurisdiction became a Taxing Jurisdiction on a later date, such later date), (i) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts or (ii) any of the Guarantors or any successor to any of the Guarantors has or will become obligated to pay Additional Amounts, in each case, in excess of the Additional Amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, the Issuer or any successor to the Issuer may, at its option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to but excluding the date fixed for redemption (including any Additional Amounts which are then payable), upon publication of irrevocable notice to Holders not less than 30 10 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which the Issuer, the Guarantors or a successor to the foregoing would, but for such redemption, become obligated to pay any such Additional Amounts were payment then due. For the avoidance of doubt, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless (a) it is or will become obligated to pay such Additional Amounts or (b) any of the Guarantors or any successor to any of the Guarantors is or will become obligated to pay such Additional Amounts. Notwithstanding the foregoing, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless it has taken reasonable measures (including without limitation, using reasonable measures to cause payment on the Notes to be made through a paying agent in a different jurisdiction or by the Issuer, its successor or another SubsidiarySubsidiary of Azul) to avoid the obligation to pay Additional Amounts. For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Issuer or any successor of the Issuer. In the event that the Issuer or any successor elects to so redeem the Notes pursuant to this Section 3.01(e), it will deliver to the Trustee: (i) a certificate, signed in the name of the Issuer or any successor to the Issuer by any two of its executive officers or by its attorney-in-fact in accordance with its bylaws, stating that the Issuer or any successor to the Issuer is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or any successor to the Issuer to so redeem have occurred or been satisfied and that such obligation cannot be avoided by taking reasonable measures to avoid such obligation (including, without limitation, by causing payment on the Notes to be made through a paying agent in a different jurisdiction or by a SubsidiarySubsidiary of Azul); and (ii) an Opinion of Counsel to the effect that (1) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts or the Guarantors or any successor to the Guarantors is or will become obligated to pay Additional Amounts in either case in excess of the additional amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, (2) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above and (3) that all governmental requirements necessary for the Issuer or any successor to the Issuer to effect the redemption have been complied with.

Optional Redemption Upon a Tax Event. If as The Notes may be redeemed, in whole but not in part, at the Issuer’s option, subject to applicable Bermuda law, at a result redemption price equal to 100% of any change in or amendment the outstanding principal amount of the Notes, plus accrued and unpaid interest (including Additional Amounts, if any) to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, rules or regulations, or any treaties or related agreements to which the Taxing Jurisdiction is a party (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Issue Date (or if the Taxing Jurisdiction became a Taxing Jurisdiction on a later redemption date, such later date), (i) the Issuer or any successor to if the Issuer has or will become obligated to pay Additional Amounts in respect of interest received on the Notes with respect to Taxes, as a result of any change in, or amendment to, the laws (ii) any of the Guarantors or any successor to any regulations or rulings promulgated thereunder) of the Guarantors has or will become obligated to pay Additional Amounts, in each case, in excess of the Additional Amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, the Issuer Bermuda or any successor political subdivision or taxing authority thereof or therein, or any change in the official application, administration or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction) in Bermuda, or any other jurisdiction with the power to the Issuer mayimpose, at its option, redeem all, but not less than all, levy or assess Taxes in respect of payments on the Notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to but excluding if such change or amendment occurs on or after the date fixed for redemption (including any Additional Amounts which are then payable), upon publication of irrevocable notice this Indenture and such obligation cannot be avoided by the Issuer taking reasonable measures available to Holders not less than 30 days nor more than 60 days prior to the date fixed for redemption. No it; provided that no such notice of such redemption may will be given earlier than 60 days prior to the earliest date on which the Issuer, the Guarantors or a successor to the foregoing wouldas applicable, but for such redemption, become obligated to pay any such Additional Amounts were payment then due. For the avoidance of doubt, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless (a) it is or will become obligated to pay such Additional Amounts or (b) any of the Guarantors or any successor to any of the Guarantors is or will become would be obligated to pay such Additional Amounts, were a payment in respect of the Notes then due. Notwithstanding the foregoing, the Issuer or any successor Prior to the Issuer shall not have the right to so redeem the Notes unless it has taken reasonable measures (including without limitation, using reasonable measures to cause payment on the Notes to be made through a paying agent in a different jurisdiction or by the Issuer, its successor or another Subsidiary) to avoid the obligation to pay Additional Amounts. For the avoidance giving of doubt, reasonable measures do not include changing the jurisdiction notice of incorporation redemption of the Issuer or any successor of the Issuer. In the event that the Issuer or any successor elects to so redeem the Notes pursuant to this Section 3.01(e)Indenture, it the Issuer will deliver to the Trustee: (i) a certificate, signed in the name of the Issuer or any successor to the Issuer by any two of its executive officers or by its attorney-in-fact in accordance with its bylaws, stating that the Issuer or any successor to the Issuer is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or any successor to the Issuer to so redeem have occurred or been satisfied and that such obligation cannot be avoided by taking reasonable measures to avoid such obligation (including, without limitation, by causing payment on the Notes to be made through a paying agent in a different jurisdiction or by a Subsidiary); and (ii) Trustee an Opinion of Counsel Officers’ Certificate to the effect that (1) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts or the Guarantors or any successor to the Guarantors is or will become obligated to pay Additional Amounts in either case in excess at the time of the additional amountsredemption will be entitled to effect such a redemption pursuant to this Indenture, if anyand setting forth in reasonable detail the circumstances giving rise to such right of redemption. The Officers’ Certificate shall be accompanied by a written opinion of recognized Bermuda counsel as applicable, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, (2) such obligation is the result independent of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above and (3) that all governmental requirements necessary for the Issuer or any successor to the Issuer to effect the redemption have been complied with.effect, among other things, that:

Optional Redemption Upon a Tax Event. If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, rules or regulations, or any treaties or related agreements to which the Taxing Jurisdiction is a party (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Issue Date issue date of the Notes (or if the Taxing Jurisdiction became a Taxing Jurisdiction on a later date, such later date), (i) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts or (ii) any of the Guarantors or any successor to any of the Guarantors has or will become obligated to pay Additional Amounts, in each case, in excess of the Additional Amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, the Issuer or any successor to the Issuer may, at its option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to but excluding the date fixed for redemption (including any Additional Amounts which are then payable), upon publication of irrevocable notice to Holders not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which the Issuer, the Guarantors or a successor to the foregoing would, but for such redemption, become obligated to pay any such Additional Amounts were payment then due. For the avoidance of doubt, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless (a) it is or will become obligated to pay such Additional Amounts or (b) any of the Guarantors or any successor to any of the Guarantors is or will become obligated to pay such Additional Amounts. Notwithstanding the foregoing, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless it has taken reasonable measures (including without limitation, using reasonable measures to cause payment on the Notes to be made through a paying agent in a different jurisdiction or by the Issuer, its successor or another Subsidiary) to avoid the obligation to pay Additional Amounts. For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Issuer or any successor of the Issuer. In the event that the Issuer or any successor elects to so redeem the Notes pursuant to this Section 3.01(e), it will deliver to the Trustee: (i) a certificate, signed in the name of the Issuer or any successor to the Issuer by any two of its executive officers or by its attorney-in-fact in accordance with its bylaws, stating that the Issuer or any successor to the Issuer is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or any successor to the Issuer to so redeem have occurred or been satisfied and that such obligation cannot be avoided by taking reasonable measures to avoid such obligation (including, without limitation, by causing payment on the Notes to be made through a paying agent in a different jurisdiction or by a Subsidiary); and (ii) an Opinion of Counsel to the effect that (1) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts or the Guarantors or any successor to the Guarantors is or will become obligated to pay Additional Amounts in either case in excess of the additional amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, (2) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above and (3) that all governmental requirements necessary for the Issuer or any successor to the Issuer to effect the redemption have been complied with.

Optional Redemption Upon a Tax Event. If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, rules or regulations, or any treaties or related agreements to which the Taxing Jurisdiction is a party (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Issue Date issue date of the Notes (or if the Taxing Jurisdiction became a Taxing Jurisdiction on a later date, such later date), (i) the Issuer Company or any successor to the Issuer Company has or will become obligated to pay Additional Amounts or (ii) any of the Guarantors or any successor to any of the Guarantors has or will become obligated to pay Additional Amounts, as defined below in each case, in excess of the Additional Amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing JurisdictionSection 4.06), the Issuer Company or any successor to the Issuer Company may, at its option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to but excluding the date fixed for redemption (redemption, including any Additional Amounts which are then payable)with respect thereto, upon publication of irrevocable notice to Holders not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which the Issuer, the Guarantors Company or a any successor to the foregoing Company would, but for such redemption, become obligated to pay any such Additional Amounts were payment then due. For the avoidance of doubt, the Issuer Company or any successor to the Issuer Company shall not have the right to so redeem the Notes unless (a) it is or will become obligated to pay such Additional Amounts or (b) any of the Guarantors or any successor to any of the Guarantors is or will become obligated to pay such Additional Amounts. Notwithstanding the foregoing, the Issuer Company or any successor to the Issuer Company shall not have the right to so redeem the Notes unless it has taken reasonable measures (including without limitation, using reasonable measures to cause payment on the Notes to be made through a paying agent in a different jurisdiction or by the Issuer, its successor or another Subsidiary) to avoid the obligation to pay Additional Amounts. For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Issuer Company or any successor of to the IssuerCompany. In the event that the Issuer Company or any successor elects to so redeem the Notes pursuant to this Section 3.01(e3.01(d), it will deliver to the Trustee: (i) a certificate, signed in the name of the Issuer Company or any successor to the Issuer Company by any two of its executive officers or by its attorney-in-fact in accordance with its bylaws, stating that the Issuer Company or any successor to the Issuer Company is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer Company or any successor to the Issuer Company to so redeem have occurred or been satisfied and that such obligation cannot be avoided by taking reasonable measures to avoid such obligation (including, without limitation, by causing payment on the Notes to be made through a paying agent in a different jurisdiction or by a Subsidiary)satisfied; and (ii) an Opinion of Counsel to the effect that (1) the Issuer Company or any successor to the Issuer Company has or will become obligated to pay Additional Amounts or the Guarantors or any successor to the Guarantors is or will become obligated to pay Additional Amounts in either case in excess of the additional amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing JurisdictionAmounts, (2) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above and (3) that all governmental requirements necessary for the Issuer Company or any successor to the Issuer Company to effect the redemption have been complied with.

Optional Redemption Upon a Tax Event. (a) If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, rules or regulations, or any treaties or related agreements to which the Taxing Jurisdiction is a party (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Issue Closing Date (or or, if the Taxing Jurisdiction became a Taxing Jurisdiction on a later date, such later date), (i) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts additional amounts as described in Section 4.26 or (ii) any of the Guarantors or any successor to any of the Guarantors has or will become obligated to pay Additional Amounts, additional amounts as described under Section 4.26 in each case, in excess of the Additional Amountsadditional amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, the Issuer or any successor to the Issuer may, at its option, redeem all, but not less than all, of the NotesNotes of any number of Series, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to to, but excluding excluding, the date fixed for redemption (including any Additional Amounts additional amounts which are then payable), upon publication of irrevocable notice to Holders not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which the Issuer, the Guarantors or a successor to the foregoing would, but for such redemption, become obligated to pay any such Additional Amounts additional amounts were payment then due. For the avoidance of doubt, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless (a) it is or will become obligated to pay such Additional Amounts additional amounts or (b) any of the Guarantors or any successor to any of the Guarantors is or will become obligated to pay such Additional Amountsadditional amounts. Notwithstanding the foregoing, the Issuer or any such successor to the Issuer shall not have the right to so redeem the Notes unless it has taken reasonable measures (including without limitation, using reasonable measures to cause payment on the Notes to be made through a paying agent in a different jurisdiction or by the Issuer, its successor or another Subsidiary) to avoid the obligation to pay Additional Amountssuch additional amounts. For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Issuer or any successor of the Issuer. In the event that the Issuer or any successor elects to so redeem the Notes pursuant to this Section 3.01(e), it will deliver to the Trustee: (i) a certificate, signed in the name of the Issuer or any successor to the Issuer by any two of its executive officers or by its attorney-in-fact in accordance with its bylaws, stating that the Issuer or any successor to the Issuer is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or any successor to the Issuer to so redeem have occurred or been satisfied and that such obligation cannot be avoided by taking reasonable measures to avoid such obligation (including, without limitation, by causing payment on the Notes to be made through a paying agent in a different jurisdiction or by a Subsidiary); and (ii) an Opinion of Counsel to the effect that (1) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts or the Guarantors or any successor to the Guarantors is or will become obligated to pay Additional Amounts in either case in excess of the additional amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, (2) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above and (3) that all governmental requirements necessary for the Issuer or any successor to the Issuer to effect the redemption have been complied with.

Optional Redemption Upon a Tax Event. If Subject to the rights of Holders set forth in Section 10.1 and the provisions of this Article, the Company may, upon giving such notice to Holders as provided in Section 3.3, elect to redeem the Securities outstanding at any time as a whole but not in part for cash at a Redemption Price equal to 100% of their Accreted Principal Amount on the Redemption Date plus, accrued and unpaid interest (including Stated Interest, Contingent Interest and Deferred Interest), if any, thereon up to but not including the Redemption Date plus, with respect to any Security or any portion thereof redeemed on a Redemption Date that occurs prior to March 6, 2007, a Treasury Make-Whole Premium, if a Tax Event has occurred and the Tax Event Conversion Value of the Securities on any Trading Day within the five Trading Days immediately preceding the date on which the notice of such redemption is given in accordance with Section 3.3 exceeds their Accreted Principal Amount by at least 10%. A “Tax Event” shall be deemed to have occurred if the Company shall have received an opinion from independent tax counsel experienced in such matters to the effect that, on or after [____], 20 [__] as a result of (i) any amendment to, or change in or amendment to (including any announced prospective change) in, the laws (or any rules or regulations thereunder) of a Taxing Jurisdictionthe United States or any political subdivision or taxing authority of, or any amendment to or change in an official interpretationin, administration or application of such laws, rules or regulations, or any treaties or related agreements to which the Taxing Jurisdiction is a party (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Issue Date (or if the Taxing Jurisdiction became a Taxing Jurisdiction on a later date, such later date), (i) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts United States; or (ii) any amendment to, or change in, an interpretation or application of the Guarantors those laws, rules or regulations by any successor to any of the Guarantors has legislative body, court, governmental agency or will become obligated to pay Additional Amountsregulatory authority, in each casecase which amendment or change is enacted, in excess of the Additional Amountspromulgated, if anyissued or announced or which interpretation is issued or announced or which action is taken, that would have been payable on the date or after [____], 20 [__], there is more than an insubstantial risk (x) that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, amount of interest deductible by the Issuer or any successor Company for United States federal income tax purposes with respect to the Issuer may, at its option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to but excluding the date fixed for redemption (including any Additional Amounts which are then payable), upon publication of irrevocable notice to Holders not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which the Issuer, the Guarantors or a successor to the foregoing would, but for such redemption, become obligated to pay any such Additional Amounts were payment then due. For the avoidance of doubt, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless (a) it is or will become obligated to pay such Additional Amounts or (b) any of the Guarantors or any successor to any of the Guarantors is or will become obligated to pay such Additional Amounts. Notwithstanding the foregoing, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless it has taken reasonable measures (including without limitation, using reasonable measures to cause payment on the Notes to be made through a paying agent in a different jurisdiction or by the Issuer, its successor or another Subsidiary) to avoid the obligation to pay Additional Amounts. For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Issuer or any successor of the Issuer. In the event that the Issuer or any successor elects to so redeem the Notes pursuant to this Section 3.01(e), it will deliver to the Trustee: (i) a certificate, signed in the name of the Issuer or any successor to the Issuer by any two of its executive officers or by its attorney-in-fact in accordance with its bylaws, stating that the Issuer or any successor to the Issuer is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or any successor to the Issuer to so redeem have occurred or been satisfied and that such obligation cannot be avoided by taking reasonable measures to avoid such obligation (including, without limitation, by causing payment on the Notes to be made through a paying agent in a different jurisdiction or by a Subsidiary); and (ii) an Opinion of Counsel to the effect that Securities either (1) would not be based on the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts or the Guarantors or any successor to the Guarantors is or will become obligated to pay Additional Amounts in either case in excess treatment of the additional amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, Securities as contingent payment debt instruments or (2) such obligation is the result of would not be calculated using a change in comparable yield equal to or amendment to the laws greater than 9.917% per annum, or (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above and (3y) that all governmental requirements necessary the Company would not be entitled to deduct interest on the Securities (in whole or in part) for the Issuer or any successor to the Issuer to effect the redemption have been complied withreason.