Common use of Redemption Upon a Tax Event Clause in Contracts

Redemption Upon a Tax Event. If (a) a Payor becomes or will become obligated to pay Additional Amounts with respect to the Securities (as set forth in Clause G above) as result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Securities then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) an Opinion of Counsel to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result of the change or amendment, in each case to be held by the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the Securities.

Redemption Upon a Tax Event. If (a) a Payor the Company becomes or will become obligated to pay Additional Amounts with respect to the Securities (as set forth in Clause G above) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdictionthe United States (or any political subdivision or taxing authority thereof or therein), or any change in in, or amendment to, any official position regarding the official application or interpretation of the laws such laws, regulations or regulations of a Relevant Jurisdictionrulings, which change or amendment is announced or becomes effective on or after April 9July 26, 20152012, and or (b) a taxing authority of the United States takes an action on or after July 26, 2012, whether or not with respect to the Company or any of its affiliates, that results in a substantial probability that the Company will or may be required to pay such obligation may not be avoided by Additional Amounts, in either case, with respect to this series of Notes for reasons outside the Company’s control and after taking reasonable measures available to the CompanyCompany to avoid such obligation, then the Company may, at its option, redeem, as a whole, but not in part, the Company may Notes at the Company’s option, having given any time prior to maturity on not less than 30 days nor more than 60 calendar days’ prior notice to the Holders Holders, at a redemption price equal to 100% of the Securities (which notice shall be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount amount, together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior thereon to the earliest date on which the Company would be obliged to pay fixed for such Additional Amounts were a payment in respect of the Securities then dueredemption. Prior to the publication of any notice of No redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) may be made unless the Company shall have received an Opinion opinion of Counsel independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company has will or shall become obliged may be required to pay such the Additional Amounts as and the Company shall have delivered to the Trustee a result certificate, signed by an officer of the change Company duly authorized in or amendmentpursuant to a Board Resolution stating, in each case that based on such opinion, the Company is entitled to be held by redeem the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the SecuritiesNotes pursuant to their terms.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the “Tax Redemption Date”) to be fixed by the Company on not more than 60 days’ and not less than 30 days’ notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the “Redemption Price”) plus accrued but unpaid interest, if any, and any Additional Amounts thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before April 8, 2008 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to the such effect that based on such statement of facts. If the Company has or elects to redeem the Notes pursuant to this Section 4(b), then it shall become obliged give notice to pay such Additional Amounts as a result the Holders pursuant to Section 15 hereof. The notice of redemption, shall specify the change or amendment, in each case to be held by the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the Securities.following:

Redemption Upon a Tax Event. If (a) a Payor the Company becomes or will become obligated to pay Additional Amounts with respect to the Securities (as set forth in Clause G above) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdictionthe United States (or any political subdivision or taxing authority thereof or therein), or any change in in, or amendment to, any official position regarding the official application or interpretation of the laws such laws, regulations or regulations of a Relevant Jurisdictionrulings, which change or amendment is announced or becomes effective on or after April 9May 1, 20152008, and or (b) a taxing authority of the United States takes an action on or after May 1, 2008, whether or not with respect to the Company or any of its affiliates, that results in a substantial probability that the Company will or may be required to pay such obligation may not be avoided by Additional Amounts, in either case, with respect to this series of Notes for reasons outside the Company’s control and after taking reasonable measures available to the CompanyCompany to avoid such obligation, then the Company may, at its option, redeem, as a whole, but not in part, the Company may Notes at the Company’s option, having given any time prior to maturity on not less than 30 days nor more than 60 calendar days’ prior notice to the Holders, at a redemption price equal to 100% of their principal amount, together with interest accrued thereon to the Redemption Date. No redemption pursuant to (b) above may be made unless the Company shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company will or may be required to pay the Additional Amounts and the Company shall have delivered to the Trustee a certificate, signed by an officer of the Company duly authorized in or pursuant to a Board Resolution stating, that based on such opinion, the Company is entitled to redeem the Notes pursuant to their terms. Further Issues The Company may from time to time, without notice to or the consent of the Holders of the Securities (which notice shall be irrevocable)Notes, redeem allcreate and issue further Notes ranking equally and ratably with the Notes in all respects, but not a portion ofor in all respects except for the issue date, the Securities at any time at their principal amount together with payment of interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days accruing prior to the earliest issue date on which or except for the first payment of interest following the issue date of those further Notes. Any further Notes will be consolidated and form a single series with the Notes and will have the same terms as to status, redemption or otherwise as the Notes. Any further Notes may be issued by or pursuant to a resolution of the Board of Directors of the Company would be obliged to pay such Additional Amounts were or a payment in respect of the Securities then due. Prior supplement to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) an Opinion of Counsel to the effect that the Company has or shall become obliged to pay such Additional Amounts as a result of the change or amendment, in each case to be held by the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the SecuritiesIndenture.

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the "Tax Redemption Date") to be fixed by the Company on not more than 60 days' and not less than 30 days' notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the "Redemption Price") plus accrued but unpaid interest, if any, thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before July 26, 2001 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers' Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to the such effect that based on such statement of facts. If the Company has or elects to redeem the Notes pursuant to this Section 4(b), then it shall become obliged give notice to pay such Additional Amounts as a result the holders pursuant to Section 15 hereof. The notice of redemption, shall specify the change or amendment, in each case to be held by the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the Securities.following:

Redemption Upon a Tax Event. If The Notes may be redeemed at the option of the Company in whole, but not in part, on a date (asuch date, the “Tax Redemption Date”) to be fixed by the Company on not more than 60 days’ and not less than 30 days’ notice, at a Payor becomes redemption price equal to 100% of the principal amount of the Notes (the “Redemption Price”) plus accrued but unpaid interest, if any, and any Additional Amounts thereon, if the Company determines that as a result of any change in or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States of America, or any other action, other than an action predicated on laws generally known on or before August 17, 2007 except for proposals before the U.S. Congress before such date, taken by any taxing authority or a court of competent jurisdiction in the United States of America, or the official proposal of any such action, whether or not such action or proposal was taken or made with respect to the Company, (A) the Company has or will become obligated to pay Additional Amounts with respect to the Securities or (as set forth in Clause G aboveB) as result of any change in, or amendment to, the laws or regulations of there is a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after April 9, 2015, and (b) such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, substantial possibility that the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall will be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged required to pay such Additional Amounts were a payment in respect of the Securities then dueAmounts. Prior to the publication of any notice of redemption pursuant to this paragraphSection 15 hereof, the Company shall deliver to the Trustee (i1) a certificate an Officers’ Certificate stating that the requirements referred Company is entitled to in (a) effect such redemption and setting forth a statement of facts showing that the conditions precedent to the rights of the Company to so redeem have occurred and (b) above are satisfied, and (ii2) an Opinion of Counsel to the such effect that based on such statement of facts. If the Company has or elects to redeem the Notes pursuant to this Section 4(b), then it shall become obliged give notice to pay such Additional Amounts as a result the Holders pursuant to Section 15 hereof. The notice of redemption, shall specify the change or amendment, in each case to be held by the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the Securities.following:

Redemption Upon a Tax Event. If (a) a Payor the Company becomes or will become obligated to pay Additional Amounts with respect to any Notes pursuant to the Securities (as section “Additional Amounts” set forth in Clause G above) above as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdictionthe United States (or any political subdivision or taxing authority thereof or therein), or any change in in, or amendment to, any official position regarding the official application or interpretation of the laws such laws, regulations or regulations of a Relevant Jurisdictionrulings, ­ which change or amendment is announced or becomes effective effective, on or after April 9July 1, 2015 or (b) a taxing authority of the United States takes any action on or after July 1, 2015, and (b) such obligation may whether or not be avoided by the Company’s taking reasonable measures available with respect to the CompanyCompany or any of its affiliates, that results in a substantial probability that the Company will or may be required to pay such Additional Amounts, then the Company will have the right to redeem, in whole and not in part, the Company may Notes of this series at the Company’s option, having given any time on not less than 30 days notice nor more than 90 days’ notice, at a Redemption Price equal to the Holders 100% of the Securities (which notice shall be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with of the Notes being redeemed plus accrued and unpaid interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Securities then dueDate. Prior to the publication of any notice of No redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) may be made unless the Company shall have received an Opinion opinion of Counsel independent counsel of recognized standing to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company has or shall become obliged may be required to pay such the Additional Amounts as pursuant to the section “Additional Amounts” set forth above and the Company shall have delivered to the Trustee a result copy of such opinion and a certificate, signed by two of officers of the change or amendmentCompany, in each case stating that based on such opinion the Company is entitled to be held by redeem the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the SecuritiesNotes pursuant to their terms.

Redemption Upon a Tax Event. If (a) a Payor the Company becomes or will become obligated to pay Additional Amounts with respect to any Notes pursuant to the Securities (as section “Additional Amounts” set forth in Clause G above) above as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdictionthe United States (or any political subdivision or taxing authority thereof or therein), or any change in in, or amendment to, any official position regarding the official application or interpretation of the laws such laws, regulations or regulations of a Relevant Jurisdictionrulings, which change or amendment is announced or becomes effective effective, on or after April 9September 14, 2015 or (b) a taxing authority of the United States takes any action on or after September 14, 2015, and (b) such obligation may whether or not be avoided by the Company’s taking reasonable measures available with respect to the CompanyCompany or any of its affiliates, that results in a substantial probability that the Company will or may be required to pay such Additional Amounts, then the Company will have the right to redeem, in whole and not in part, the Company may Notes of this series at the Company’s option, having given any time on not less than 30 days notice nor more than 90 days’ notice, at a Redemption Price equal to the Holders 100% of the Securities (which notice shall be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with of the Notes being redeemed plus accrued and unpaid interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Securities then dueDate. Prior to the publication of any notice of No redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) may be made unless the Company shall have received an Opinion opinion of Counsel independent counsel of recognized standing to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company has or shall become obliged may be required to pay such the Additional Amounts as pursuant to the section “Additional Amounts” set forth above and the Company shall have delivered to the Trustee a result copy of such opinion and a certificate, signed by two of officers of the change or amendmentCompany, in each case stating that based on such opinion the Company is entitled to be held by redeem the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the SecuritiesNotes pursuant to their terms.

Redemption Upon a Tax Event. If (a) a Payor the Company becomes or will become obligated to pay Additional Amounts with respect to any Notes pursuant to the Securities (as section “Additional Amounts” set forth in Clause G above) above as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdictionthe United States (or any political subdivision or taxing authority thereof or therein), or any change in in, or amendment to, any official position regarding the official application or interpretation of the laws such laws, regulations or regulations of a Relevant Jurisdictionrulings, which change or amendment is announced or becomes effective effective, on or after April 9March 4, 2015 or (b) a taxing authority of the United States takes any action on or after March 4, 2015, and (b) such obligation may whether or not be avoided by the Company’s taking reasonable measures available with respect to the CompanyCompany or any of its affiliates, that results in a substantial probability that the Company will or may be required to pay such Additional Amounts, then the Company will have the right to redeem, in whole and not in part, the Company may Notes of this series at the Company’s option, having given any time on not less than 30 days notice nor more than 90 days’ notice, at a Redemption Price equal to the Holders 100% of the Securities (which notice shall be irrevocable), redeem all, but not a portion of, the Securities at any time at their principal amount together with of the Notes being redeemed plus accrued and unpaid interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Securities then dueDate. Prior to the publication of any notice of No redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) may be made unless the Company shall have received an Opinion opinion of Counsel independent counsel of recognized standing to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company has or shall become obliged may be required to pay such the Additional Amounts as pursuant to the section “Additional Amounts” set forth above and the Company shall have delivered to the Trustee a result copy of such opinion and a certificate, signed by two of officers of the change or amendmentCompany, in each case stating that based on such opinion the Company is entitled to be held by redeem the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the SecuritiesNotes pursuant to their terms.

Redemption Upon a Tax Event. If (ai) a Payor the Company becomes or will become obligated to pay any Additional Amounts with respect pursuant to Section 4.06(a) of the Securities Indenture (and as set forth in Clause G referred to above) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdictionthe United States (or any political subdivision or taxing authority thereof or therein), or any change in in, or amendments to, any official position regarding the official application or interpretation of the laws such laws, regulations or regulations of a Relevant Jurisdictionrulings, which change or amendment is announced or becomes effective on or after April 9the date hereof, 2015or (ii) a taxing authority of the United States takes an action on or after the date hereof, and (b) whether or not with respect to the Company or any Affiliate, that results in a substantial probability that the Company will or may be required to pay any such Additional Amounts, then the Company may, at its option, redeem, as a whole, but not in part, the Notes on any interest payment date at a redemption price equal to 100% of their principal amount, together with interest accrued thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation may to pay such additional amounts cannot be avoided by the Company’s taking use of reasonable measures available to the Company, the Company may at the Company’s option, having given not less than 30 days notice to the Holders including substitution of the Securities (which notice shall be irrevocable), redeem all, but not a portion of, obligor under the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Securities then dueNotes. Prior to the publication of any notice of No redemption pursuant to this paragraph, clause (ii) above may be made unless the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) have received an Opinion opinion of Counsel independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Company has will or shall become obliged may be required to pay such the Additional Amounts as a result under Section 4.06(a) of the change or amendment, in each case Indenture and the Company shall have delivered to be held by the Trustee and made available for viewing at a certificate, signed by a duly authorized officer stating, that based on such opinion the offices of Company is entitled to redeem the Trustee on written request by any Holder of the SecuritiesNotes pursuant to their terms.

Redemption Upon a Tax Event. If (a) The Issuer may redeem any series of Notes, in whole but not in part, at its option, at any time upon giving not less than 30 nor more than 60 days’ prior notice to the Holders of the Notes (which notice will be irrevo-cable) at a Payor becomes or redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption (the “Tax Event Redemption Date”) and all Additional Amounts (if any) then due and which will become obligated due on the Tax Event Redemption Date as a result of the redemp-tion or otherwise (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date and Additional Amounts (if any) in respect thereof), if, on the next date on which any amount would be payable in respect of the Notes, the Issuer is or would be required to pay Additional Amounts with in respect of the Notes and cannot avoid such payment obligation by taking reasonable measures available to the Securities Issuer, and such requirement arises as a result of: (as set forth in Clause G above1) as result of any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction, or any change in the official interpretation of the laws or regulations of a Relevant relevant Tax Jurisdiction, which change or amendment is announced and becomes effective effec-tive after April 9the Issue Date (or, 2015if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, and (b) after such obligation may not be avoided by the Company’s taking reasonable measures available to the Company, the Company may at the Company’s option, having given not less than 30 days notice to the Holders of the Securities (which notice shall be irrevocablelater date), redeem all, but not a portion of, the Securities at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date provided that no such notice of redemption shall be given earlier than 30 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Securities then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Trustee (i) a certificate stating that the requirements referred to in (a) and (b) above are satisfied, and (ii) an Opinion of Counsel to the effect that the Company has ; or shall become obliged to pay such Additional Amounts as a result of the change or amendment, in each case to be held by the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the Securities.-100-