Common use of Special Tax Redemption Clause in Contracts

Special Tax Redemption. The Notes may be redeemed, at the option of ---------------------- the Company in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable), at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest and Liquidated Damages, if any, to the date fixed by the Company for redemption (a "Tax Redemption Date"), and, all Additional Amounts, if any, and Liquidated Damages, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of The Federal Republic of Germany (or any political subdivision or taxing authority thereof) affecting taxation which becomes effective on or after the Issue Date, or (ii) any change in or new or different position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Issue Date, the Company is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and the Company determines that such payment obligation cannot be avoided by the Company taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Special Tax Redemption. The Euro Notes may be redeemed, at the option of ---------------------- the Company in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable), at a redemption price equal to the aggregate principal amount thereof, together with plus accrued and unpaid interest and Liquidated Damages, if any, to the date fixed by the Company for redemption (a "Tax Redemption Date"), and, and all Additional Amounts, if any, and Liquidated Damages, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of The Federal Republic of Germany Netherlands (or any political subdivision or taxing authority thereof) or any Relevant Taxing Authority affecting taxation which becomes effective on or after the Issue DateDate or (iii) the issuance of Definitive Euro Notes due to (A) DTC being at any time unwilling or unable to continue as or ceasing to be a clearing agency registered as a clearing agency under the Exchange Act, and a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Company within 90 days or (B) the Depositary being at any time unwilling or unable to continue as Depositary and a 116 successor Depositary is not able to be appointed by the Company within 90 days, or (ii) any change in or new or different position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Issue Date, the Company is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and the Company determines that such payment obligation cannot be avoided by the Company taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to make such payment or withholding if a payment in respect of the Euro Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Euro Notes pursuant to the foregoing, the Company will deliver to the Trustee an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Special Tax Redemption. The Notes may be redeemed, at the option of ---------------------- the Company in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable), at a redemption price equal to the aggregate principal amount thereof, together with accrued and unpaid interest and Liquidated Damages, if any, thereof to the date fixed by the Company for redemption (a "Tax Redemption Date"), and, plus accrued and unpaid interest and all Additional Amounts, if any, and Liquidated Damages, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of The Federal Republic of Germany Netherlands (or any political subdivision or taxing authority thereofof The Netherlands) affecting taxation which becomes effective on or after the Issue Date, or (ii) any change in or new or different position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Issue Date, the Company is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and the Company determines that such payment obligation cannot be avoided by the Company taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Special Tax Redemption. The Notes may be redeemed, at the option of ---------------------- the Company in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable), at a redemption price equal to the aggregate principal amount thereof, together with accrued and unpaid interest and Liquidated Damages, if any, thereof to the date fixed by the Company for redemption (a "Tax Redemption Date"), and, ) plus accrued and unpaid interest and all Additional Amounts, if any, and Liquidated Damages, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of The Federal Republic of Germany Netherlands (or any political subdivision or taxing authority thereofof The Netherlands) affecting taxation which becomes effective on or after the Issue Date, or (ii) any change in or new or different position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Issue Date, the Company is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and the Company determines that such payment obligation cannot be avoided by the Company taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Special Tax Redemption. The Notes may be redeemed, at the option ---------------------- of ---------------------- the Company in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable), at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest and Liquidated Damages, if any, to the date fixed by the Company for redemption (a "Tax Redemption Date"), and, all Additional Amounts, if any, and Liquidated Damages, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of The Federal Republic of Germany (or any political subdivision or taxing authority thereof) affecting taxation which becomes effective on or after the Issue Date, or (ii) any change in or new or different position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Issue Date, the Company is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and the Company determines that such payment obligation cannot be avoided by the Company taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Special Tax Redemption. The Dollar Notes may be redeemed, at the option of ---------------------- the Company in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable), at a redemption price equal to the aggregate principal amount thereof, together with plus accrued and unpaid interest and Liquidated Damages, if any, to the date fixed by the Company for redemption (a "Tax Redemption Date"), and, and all Additional Amounts, if any, and Liquidated Damages, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of The Federal Republic of Germany Netherlands (or any political subdivision or taxing authority thereof) or any Relevant Taxing Authority affecting taxation which becomes effective on or after the Issue DateDate or (iii) the issuance of Definitive Dollar Notes due to (A) DTC being at any time unwilling or unable to continue as or ceasing to be a clearing agency registered as a clearing agency under the Exchange Act, and a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Company within 90 days or (B) the Depositary being at any time unwilling or unable to continue as Depositary and a successor Depositary is not able to be appointed by the Company within 90 days, or (ii) any change in or new or different position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Issue Date, the Company is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and the Company determines that such payment obligation cannot be avoided by the 111 Company taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to make such payment or withholding if a payment in respect of the Dollar Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Dollar Notes pursuant to the foregoing, the Company will deliver to the Trustee an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Special Tax Redemption. The Notes may be redeemed, at the option ---------------------- of ---------------------- the Company in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable), at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest and Liquidated Damages, if any, to the date fixed by the Company for redemption (a "Tax Redemption Date"), and, ) and all Additional Amounts, if any, and Liquidated Damages, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of The Federal Republic of Germany (or any political subdivision or taxing authority thereof) affecting taxation which becomes effective on or after the Issue Date, or (ii) any change in or new or different position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Issue Date, the Company is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and the Company determines that such payment obligation cannot be avoided by the Company taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Special Tax Redemption. The Notes may be redeemed, at the option of the ---------------------- the Company in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable), at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest and Liquidated Damages, if any, to the date fixed by the Company for redemption (a "Tax Redemption Date"), and, all Additional Amounts, if any, and Liquidated Damages, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of The Federal Republic of Germany (or any political subdivision or taxing authority thereof) affecting taxation which becomes effective on or after the Issue Date, or (ii) any change in or new or different position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Issue Date, the Company is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and the Company determines that such payment obligation cannot be avoided by the Company taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Special Tax Redemption. The Notes may be redeemed, at the option ---------------------- of ---------------------- the Company in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable), at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest and Liquidated Damages, if any, to the date fixed by the Company for redemption (a "Tax Redemption Date"), and, and all Additional Amounts, if any, and Liquidated Damages, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of The Federal Republic of Germany (or any political subdivision or taxing authority thereof) affecting taxation which becomes effective on or after the Issue Date, or (ii) any change in or new or different position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Issue Date, the Company is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and the Company determines that such payment obligation cannot be avoided by the Company taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Special Tax Redemption. The Notes may be redeemed, at the option of ---------------------- the Company in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable), at a redemption price equal to the aggregate principal amount thereof, together with accrued and unpaid interest and plus Liquidated Damages, if any, to the date fixed by the Company for redemption (a "Tax Redemption Date"), and, all Additional Amounts, if any, and Liquidated Damages, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of The Federal Republic of Germany the Netherlands (or any political subdivision or taxing authority thereofof the Netherlands) affecting taxation which becomes effective on or after the Issue Date, or (ii) any change in or new or different position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Issue Date, the Company is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and the Company determines that such payment obligation cannot be avoided by the Company taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.where

Special Tax Redemption. The Notes may be redeemed, at the option of ---------------------- the Company in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable), at a redemption price equal to the aggregate principal amount thereof, together with plus accrued and unpaid interest and Liquidated Damages, if any, to the date fixed by the Company for redemption (a "Tax Redemption Date"), and, and all Additional Amounts, if any, and Liquidated Damages, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of The Federal Republic of Germany Netherlands (or any political subdivision or taxing authority thereofof The Netherlands) or any other Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date, or (ii) any change in or new or different position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Issue Date, the Company is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and the Company determines that such payment obligation cannot be avoided by the Company taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Special Tax Redemption. The Notes may be redeemed, at the option of ---------------------- the Company in whole but not in part, at any time upon giving not less than 30 nor more than 60 days' notice to the Holders (which notice shall be irrevocable), at a redemption price equal to the aggregate principal amount thereof, together with plus accrued and unpaid interest and Liquidated Damages, if any, to the date fixed by the Company for redemption (a "Tax Redemption Date"), and, all Additional Amounts, if any, and Liquidated Damages, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of The Federal Republic of Germany Netherlands (or any political subdivision or taxing authority thereofof The Netherlands) or any other Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date, or (ii) any change in or new or different position regarding the application, administration or any new or different interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Issue Date, the Company is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and the Company determines that such payment obligation cannot be avoided by the Company taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Special Tax Redemption. The Notes may be redeemed, at the option of ---------------------- the Company Issuer, in whole but not in part, at any time time, upon giving not less than 30 nor more than 60 days' ’ notice to the Holders date fixed by the Issuer for Redemption (a “Tax Redemption Date”) to each holder of the Notes (which notice shall will be irrevocable), at a redemption price equal to 100% of the aggregate principal amount thereof, together with plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to the date fixed by the Company for redemption (a "Tax Redemption Date")date, and, all and Additional Amounts, if anyany (the “Redemption Price”), and Liquidated Damages, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwiseotherwise would be payable, if the Company determines thatIssuer, with respect to the Notes, and a Subsidiary Guarantor, with respect to a Note Guarantee, is, or on the next interest payment date in respect of the Notes, would be, required to pay Additional Amounts in respect of any Note pursuant to the terms and conditions thereof which obligation cannot be avoided by the taking of reasonable measures available to it as a result of (i) any change in, or amendment to, the laws law or treaties (or any regulations or rulings promulgated thereunder) of The Federal Republic of Germany (or any political subdivision or taxing authority thereof) a Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date, or (ii) any amendment to or change in or new or different position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdictionjurisdiction)(each of the foregoing clauses (i) and (ii), a “Change in Tax Law” which change, amendment, application or interpretation becomes effective on or after the Issue DateApril 29, the Company is2005; provided, or on the next Interest Payment Date would behowever, required to pay Additional Amounts, and the Company determines that such payment obligation cannot be avoided by the Company taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption shall will be given (a) earlier than 90 days prior to the earliest date on which the Company Payor would be obligated obliged to make such payment or withholding if a payment in respect of the Notes or the Subsidiary Guarantee were then due. Prior due and (b) unless at the time such notice is given, such obligation to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, pay Additional Amounts remains in which event it shall be conclusive and binding on the Holderseffect.