Common use of Optional Redemption in the Event of Change in Tax Treatment Clause in Contracts

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes may be redeemed at the election of the Issuer, as a whole, but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”) at any time upon the giving of notice as provided in Section 4.3, if (i) the Issuer certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay Additional Amounts as provided or referred to in Section 2.16 or (ii) the Guarantor has or will become obliged to pay Additional Amounts in respect of payments due under the Guaranty or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting a withholding tax rate in excess of 15%, in each case as a result of any change in, or amendment to, the laws or regulations of a Taxing Jurisdiction, or any change in the official application or interpretation of such laws or regulations (including a determination by a court of competent jurisdiction), which change or amendment becomes effective on or after the issue date of the Notes and, in any such case, such obligation cannot be avoided by the Issuer or the Guarantor taking reasonable measures available to it; provided, however, that no such notice of redemption shall be given within 60 calendar days of the earliest date on which the Issuer would be obligated to pay such Additional Amounts, if a payment in respect of the Notes were then due. Prior to the giving of any notice of redemption of the Notes pursuant to this Section 4.2, the Issuer shall deliver to the Trustee an Officer’s Certificate, stating that the Issuer is entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, will deliver to the Trustee a written Opinion of Counsel to the effect that the Issuer or the Guarantor, as applicable, has become obligated to pay such Additional Amounts as a result of a change or amendment described in this Section 4.2., that the Issuer or the Guarantor cannot avoid payment of such Additional Amounts by taking reasonable measures available to them and that all Governmental Approvals necessary for the Issuer to effect such redemption have been obtained and are in full force and effect or specifying any necessary approvals that have not been obtained.

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes Securities of any series may be redeemed at the election of the IssuerCompany, as a whole, but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”) at any time upon the giving of notice as provided in Section 4.31104, at the Redemption Price, together with any accrued interest to the Redemption Date, if (i) the Issuer Company certifies to the Trustee immediately prior to the giving of such notice that it the Company has or will become obligated to pay (x) Additional Amounts as provided or referred to in Section 2.16 or (ii) the Guarantor has or will become obliged to pay Additional Amounts in with respect of payments due under the Guaranty or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting a withholding tax rate in excess Securities of 15%, in each case such series as a result of any change in, in or amendment to, to the laws or regulations of a Taxing JurisdictionPanama or any other jurisdiction other than the Republic of Chile in which the Company is organized or engaged in business for tax purposes, or in each case, any political subdivision or governmental authority thereof or therein having the power to tax, or any change in the official application or official interpretation of such laws or regulations (including a determination by a court of competent jurisdiction)regulations, which change or amendment becomes effective on or occurs after the issue date of issuance of the Notes Securities of such series or (y) Additional Amounts with respect to the Securities in excess of the Additional Amounts that would be payable were payments of interest on the Securities subject to a Chilean 4.0% withholding tax as a result of any change in or amendment to the laws or regulations of the Republic of Chile or any political subdivision or governmental authority thereof or therein having the power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment occurs after the date of issuance of the Securities and, in any such casethe case of either (x) or (y), such obligation obligations cannot be avoided by the Issuer or the Guarantor Company taking reasonable measures available to it; provided, however, that no such notice of redemption shall be given within earlier than 60 calendar days of prior to the earliest date on which the Issuer Company would be obligated to pay such Additional Amounts, Amounts if a payment in respect of the Notes Securities were then due. Prior to the giving effective date of any notice of redemption of the Notes Securities of such series pursuant to this Section 4.2Indenture, the Issuer Company shall deliver to the Trustee an Officer’s Officers’ Certificate, stating that the Issuer Company is entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, will deliver to the Trustee redemption (together with a written Opinion of Counsel to the effect effect, among other things, that the Issuer or the Guarantor, as applicable, Company has become obligated to pay such Additional Amounts as a result of a change or amendment described in this Section 4.2., and that the Issuer or the Guarantor Company cannot avoid payment of such Additional Amounts by taking reasonable measures available to them the Company and that all Governmental Approvals governmental approvals necessary for the Issuer Company to effect such redemption have been obtained and are in full force and effect or specifying any such necessary approvals that as of the date of such opinion have not been obtained).

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes may be redeemed at the election of the Issuer, as a whole, but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”) at any time upon the giving of notice as provided in Section 4.3, if (i) the Issuer certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay Additional Amounts as provided or referred to in Section 2.16 or (ii) the Guarantor has or will become obliged to pay Additional Amounts in respect of payments due under the Guaranty or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting a withholding tax rate in excess of 15%, in each case If as a result of any change in, in or amendment to, to the laws or treaties (or any rules or regulations thereunder) of a Taxing JurisdictionAuthority, or any amendment to or change in the an official interpretation, administration or application or interpretation of such laws laws, treaties, rules, or regulations (including a determination 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 of the Notes andSecurities or on or after the date a successor assumes the obligations under the Securities, the Company has or will become obligated to pay any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments were subject to withholding or deduction at a rate of 4% (the “Minimum Withholding Level”), the Company may, at its option, redeem all, but not less than all, of the Securities of any series, at the Redemption Price, together with any accrued interest to the Redemption Date, upon publication of irrevocable notice not less than 30 days nor more than 90 days prior to the Redemption Date. No notice of such redemption may be given earlier than 90 days prior to, or later than 90 days after, the earliest date on which the Company would, but for such redemption, be obligated to pay Additional Amounts above the Minimum Withholding Level, if payment in respect of the Securities were actually due on such date. For the avoidance of doubt, the Company shall not have the right to so redeem the Securities solely because the Company becomes obliged to pay Additional Amounts that are less than the amounts payable at the Minimum Withholding Level. Notwithstanding the foregoing, the Company shall not have the right to so redeem the Securities unless it determines, in any such caseits reasonable business judgment, such obligation that it cannot be avoided avoid the obligation to pay the Additional Amounts above the Minimum Withholding Level by the Issuer or the Guarantor taking use of reasonable measures available to it; provided, however, provided that no such notice for the avoidance of redemption shall be given within 60 calendar days doubt changing the jurisdiction of the earliest date on which Company is not a reasonable measure for the Issuer would be obligated to pay such Additional Amounts, if a payment in respect purposes of this Section. In the Notes were then due. Prior to the giving of any notice of redemption of the Notes pursuant to this Section 4.2, the Issuer shall deliver to the Trustee an Officer’s Certificate, stating event that the Issuer is entitled Company elects to effect such a redemption pursuant to this Indentureso redeem the Securities, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, it will deliver to the Trustee Trustee: (1) an Officers’ Certificate stating that the Company is entitled to redeem the Securities pursuant to their terms and setting forth a written statement of facts showing that the condition or conditions precedent to the right of the Company to so redeem have occurred or been satisfied; and (2) an Opinion of Counsel Counsel, who is reasonably satisfactory to the Trustee, to the effect that the Issuer Company has or the Guarantor, as applicable, has will become obligated to pay such Additional Amounts above the Minimum Withholding Level as a result of a the change or amendment described in this Section 4.2.amendment, that the Issuer or the Guarantor cannot avoid payment of such Additional Amounts by taking reasonable measures available to them and that all Governmental Approvals governmental requirements necessary for the Issuer Company to effect such the redemption have been obtained and are in full force and effect or specifying any necessary approvals that have not been obtained.complied with. ARTICLE TWELVE

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes may be redeemed at the election of the Issuer, as a in whole, but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”) at any time upon the giving of notice as provided in Section 4.34.4, if (i) the Issuer certifies to the Indenture Trustee immediately prior to the giving of such notice that it the Issuer has or will become obligated to pay Additional Amounts as provided or referred to in Section 2.16 or (ii) the Guarantor has or will become obliged to pay Additional Amounts in respect of payments due under the Guaranty or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting a withholding tax rate in excess of 15%, in each case % of the gross amount otherwise payable with respect to the Notes as a result of any generally applicable change in, in or amendment to, to the laws or regulations of a Taxing Jurisdiction, or any change in the official application or interpretation of such laws or regulations (including a determination by a court of competent jurisdiction), or any generally applicable change in the application or official interpretation of such laws or regulations, which change or amendment amendment, in each case, becomes effective on or after the issue date of the original issuance of any of the Notes and, in any such case, and (ii) such obligation cannot be avoided by the Issuer or the Guarantor taking reasonable measures available to it; provided, however, that no any such notice of redemption shall be given within 60 calendar days of the earliest date on which the Issuer would be obligated to pay such Additional Amounts, if a payment in respect of the Notes were then due. Prior At least 15 days prior to the giving of any notice of redemption of the Notes pursuant to this Section 4.24.2 (unless a shorter period shall be acceptable to the Indenture Trustee), the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate, stating that the Issuer is entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, will deliver to the Indenture Trustee a written Opinion of Counsel Counsel, in form and substance satisfactory to the effect Indenture Trustee, stating, among other things, that the Issuer or the Guarantor, as applicable, has become obligated to pay such Additional Amounts as a result of a change or amendment described in this Section 4.2., 4.2 and that the Issuer or the Guarantor cannot avoid payment of such Additional Amounts by taking reasonable measures available to them it and that all Governmental Approvals necessary for the Issuer to effect such redemption have been obtained and are in full force and effect or specifying any such necessary approvals that as of the date of such opinion have not been obtained. No such redemption shall be effective unless and until the Indenture Trustee receives the amount payable upon redemption as set forth above.

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes Securities of any series may be redeemed at the election of the IssuerBank, as a whole, but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”) subject to applicable Chilean law, at any time upon the giving of notice as provided in Section 4.312.4, at the Redemption Price, plus Additional Amounts, if any, together with any accrued but unpaid interest to the Redemption Date, only if (i) the Issuer Bank certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay Additional Amounts as provided or referred with respect to the Securities (and, in Section 2.16 or (ii) the Guarantor has or will become obliged to pay case of Additional Amounts payable in respect of payments due under the Guaranty or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting a withholding tax rate Taxes imposed by Chile, such Additional Amounts are in excess of 15%, the Additional Amounts payable in each case respect of the 4% withholding tax payable on payments of interest on the Securities) as a result of any change in, in or amendment to, to the laws or regulations of a Taxing Relevant Jurisdiction, or any change in the official application or official interpretation of such laws or regulations (including regulations, or any execution of, or amendment to, any treaty or treaties affecting taxation to which a determination by Relevant Jurisdiction is a court of competent jurisdiction)party, which change or amendment becomes effective on or occurs after the issue date of the Notes and, in any issuance of such case, Securities and (ii) such obligation cannot be avoided by the Issuer or the Guarantor Bank taking reasonable measures available to it; provided, however, that no such notice of redemption shall be given within earlier than 60 calendar days of prior to the earliest date on which the Issuer Bank would be obligated to pay such Additional Amounts, if a payment in respect of the Notes such Securities were then due. For this purpose, “reasonable measures” shall include a change by the Bank of the jurisdiction of the Paying Agent. With respect to the Subordinated Securities, the Bank shall only exercise the right of redemption set forth in this Section 12.9 if Article 55 of the Chilean Banking Law is amended in the future to allow for such redemption, notwithstanding such right of redemption. Prior to the giving Redemption Date of any notice of redemption of the Notes such Securities pursuant to this Section 4.212.9, the Issuer Bank shall deliver to the Trustee an Officer’s Officers’ Certificate, stating certifying that the Issuer Bank is entitled to effect such a redemption pursuant to in accordance with the terms of this Indenture, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, will deliver to the Trustee redemption (together with a written Opinion of Counsel to the effect effect, among other things, that (a) the Issuer Bank has or the Guarantor, as applicable, has will become obligated to pay such Additional Amounts as a result of a change or amendment described in this Section 4.2.Section, that (b) the Issuer or the Guarantor Bank cannot avoid payment of such Additional Amounts by taking reasonable measures available to them it and that (c) all Governmental Approvals governmental approvals necessary for the Issuer Bank to effect such redemption have been obtained and are in full force and effect or specifying any such necessary approvals that as of the date of such opinion have not been obtainedobtained and that all conditions precedent to the redemption of the Securities have been satisfied).

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes may be redeemed at the election of the Issuer, as a whole, but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”) at any time upon the giving of notice as provided in Section 4.3, if (i) the Issuer certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay Additional Amounts as provided or referred to in Section 2.16 or (ii) the Guarantor has or will become obliged to pay Additional Amounts in respect of payments due under the Guaranty or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting a withholding tax rate in excess of 15%, in each case If as a result of any change in, in or amendment to, to the laws or treaties (or any rules or regulations thereunder) of a Taxing JurisdictionAuthority, or any amendment to or change in the an official interpretation, administration or application or interpretation of such laws laws, treaties, rules, or regulations (including a determination 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 of the Notes andSecurities or on or after the date a successor assumes the obligations under the Securities, the Company has or will become obligated to pay any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments were subject to withholding or deduction at a rate of 4% (the “Minimum Withholding Level”), the Company may, at its option, redeem all, but not less than all, of the Securities of any series, at the Redemption Price, together with any accrued interest to the Redemption Date, upon publication of irrevocable notice not less than 30 days nor more than 90 days prior to the Redemption Date. No notice of such redemption may be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, be obligated to pay Additional Amounts above the Minimum Withholding Level, if payment in respect of the Securities were actually due on such date. For the avoidance of doubt, the Company shall not have the right to so redeem the Securities solely because the Company becomes obliged to pay Additional Amounts that are less than the amounts payable at the Minimum Withholding Level. Notwithstanding the foregoing, the Company shall not have the right to so redeem the Securities unless it determines, in any such caseits reasonable business judgment, such obligation that it cannot be avoided avoid the obligation to pay the Additional Amounts above the Minimum Withholding Level by the Issuer or the Guarantor taking use of reasonable measures available to it; provided, however, provided that no such notice for the avoidance of redemption shall be given within 60 calendar days doubt changing the jurisdiction of the earliest date on which Company is not a reasonable measure for the Issuer would be obligated to pay such Additional Amounts, if a payment in respect purposes of this Section. In the Notes were then due. Prior to the giving of any notice of redemption of the Notes pursuant to this Section 4.2, the Issuer shall deliver to the Trustee an Officer’s Certificate, stating event that the Issuer is entitled Company elects to effect such a redemption pursuant to this Indentureso redeem the Securities, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, it will deliver to the Trustee Trustee: (1) an Officers’ Certificate stating that the Company is entitled to redeem the Securities pursuant to their terms and setting forth a written statement of facts showing that the condition or conditions precedent to the right of the Company to so redeem have occurred or been satisfied; and (2) an Opinion of Counsel to the effect that the Issuer Company has or the Guarantor, as applicable, has will become obligated to pay such Additional Amounts above the Minimum Withholding Level as a result of a the change or amendment described in this Section 4.2.amendment, that the Issuer or the Guarantor cannot avoid payment of such Additional Amounts by taking reasonable measures available to them and that all Governmental Approvals governmental requirements necessary for the Issuer Company to effect such the redemption have been obtained and are in full force and effect or specifying any necessary approvals that have not been obtained.complied with. ARTICLE TWELVE

Optional Redemption in the Event of Change in Tax Treatment. (a) The All or any portion of any series of Notes may be redeemed at the election of the Issuer, as a whole, but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”) Company at any time upon the giving of a notice of redemption as provided in Section 4.311.4 and Section 1.6 (the "Early Tax Redemption"), solely if (i) the Issuer certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay Additional Amounts as provided or referred to in Section 2.16 or (ii) the Guarantor has or will become obliged to pay Additional Amounts in respect of payments due under the Guaranty or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting a withholding tax rate in excess of 15%, in each case as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Taxing Jurisdictionthe United States, or any change in in, or amendment to, an official position regarding the official application or interpretation of such laws laws, regulations or regulations (including a determination by a court of competent jurisdiction)rulings, which change or amendment is announced or becomes effective on or after the issue date of this Indenture, the Notes andCompany becomes or will become obligated to pay Additional Amounts as set forth in Section 3.7 or (ii) any act is taken by a taxing authority of the United States on or after the date of this Indenture, whether or not such act is taken 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 Additional Amounts on such all or any portion of one or more series of Notes, and the Company determines, in any its business judgment, that the obligation to pay such case, such obligation Additional Amounts cannot be avoided by the Issuer or the Guarantor taking use of reasonable measures available to itthe Company, not including substitution of the obligor under such Notes; providedprovided that, howevernotwithstanding Section 11.4, that no such notice of redemption shall be given within less than 35 days nor more than 60 calendar days of the earliest date on which the Issuer would be obligated to pay such Additional Amounts, if a payment in respect of the Notes were then due. Prior prior to the giving of any notice of redemption of the Redemption Date. Notes redeemed pursuant to this Section 4.211.9 shall be redeemed at 100% of their principal amount, the Issuer shall deliver together with interest accrued thereon to the Trustee an Officer’s Certificatedate fixed for redemption (or, stating in the case of Original Issue Discount Notes, at their accreted value); and provided further that the Issuer is entitled to effect such a redemption no Early Tax Redemption pursuant to this Indenture, and setting forth in reasonable detail a statement of Section 11.9(ii) above may be made unless the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, will deliver to the Trustee a written Company shall have received an Opinion of Counsel to the effect that an act taken by a taxing authority of the Issuer United States results in a substantial probability that it will or the Guarantor, as applicable, has become obligated may be required to pay such the Additional Amounts as a result set forth in Section 3.7 and the Company shall have delivered to the Trustee an Officers' Certificate, stating that based on such Opinion of a change or amendment described in this Section 4.2Counsel, the Company shall be entitled to redeem such Notes pursuant to their terms., that the Issuer or the Guarantor cannot avoid payment of such Additional Amounts by taking reasonable measures available to them and that all Governmental Approvals necessary for the Issuer to effect such redemption have been obtained and are in full force and effect or specifying any necessary approvals that have not been obtained.

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes may be redeemed at the election of the Issuer, as a whole, but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”) at any time upon the giving of notice as provided in Section 4.34.4, solely if (i) the Issuer certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay Additional Amounts as provided or referred to in Section 2.16 or (ii) the Guarantor has or will become obliged to pay Additional Amounts in with respect of payments due under the Guaranty or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting a withholding tax rate in excess of 15%, in each case as a result of any generally applicable change in, in or amendment to, to the laws or regulations of a Taxing Jurisdiction, or any generally applicable change in the official application or official interpretation of such laws or regulations (including a determination by a court of competent jurisdiction)regulations, which change or amendment becomes effective on or amendment, in each case, occurs after the issue date of issuance of any of the Notes and, in any such case, and (ii) such obligation cannot be avoided by the Issuer or the Guarantor taking reasonable measures available to it; provided, however, that no such notice of redemption shall be given within earlier than 60 calendar days of prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts, if a payment in respect of the Notes were then due. Prior to the giving of any notice of redemption of the Notes pursuant to this Section 4.24.3, the Issuer shall deliver to the Trustee an Officer’s Officers' Certificate, stating that the Issuer is entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, will deliver to the Trustee a written Opinion of Counsel Counsel, in form and substance satisfactory to the effect Trustee, stating, among other things, that the Issuer or the Guarantor, as applicable, has become obligated to pay such Additional Amounts as a result of a change or amendment described in this Section 4.2., 4.3 and that the Issuer or the Guarantor cannot avoid payment of such Additional Amounts by taking reasonable measures available to them it and that all Governmental Approvals necessary for the Issuer to effect such redemption have been obtained and are in full force and effect or specifying any such necessary approvals that as of the date of such opinion have not been obtained.

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes may be redeemed at the election of the IssuerCompany’s election, as a in whole, but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”) at any time upon the giving of notice as provided in Section 4.31104, at a redemption price equal to (1) the Outstanding principal amount thereof, together with (2) Additional Amounts, if any, payable with respect to the Notes and (i3) any accrued and unpaid interest to, but not including, the Issuer redemption date, if the Company certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay Additional Amounts as provided or referred to in Section 2.16 or (ii) the Guarantor has or will become obliged to pay Additional Amounts in respect of payments due under the Guaranty or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting a withholding tax rate in excess of 15%that, in each case as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a any Taxing Jurisdiction, or any change in the official application application, administration or interpretation of such laws laws, regulations or regulations rulings (including a determination by a court of competent jurisdiction“Change in Tax Law”), which the Company or the Notes Guarantor has or will become obligated to pay Additional Amounts on the Notes at a rate of withholding or deduction in excess of the Additional Amounts the Company or the Notes Guarantor would be obligated to pay under applicable law in effect on the Issue Date (“Excess Additional Amounts”), if such change or amendment becomes effective is announced on or after the issue date of the Notes and, in any such case, Issue Date and such obligation cannot be avoided by the Issuer Company or the Notes Guarantor taking reasonable measures available to it; provided, however, that no such notice of redemption shall be given within earlier than 60 calendar days of prior to the earliest date on which the Issuer Company or the Notes Guarantor would be obligated to pay such Excess Additional Amounts, if were a payment in respect of the Notes were then due. (b) Prior to the giving of any notice of tax redemption of the Notes pursuant to this Section 4.21111, the Issuer Company shall deliver to the Trustee Trustee: (1) an Officer’s Certificate, stating that the Issuer is entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, will deliver to the Trustee a written Opinion of Counsel Officers’ Certificate to the effect that the Issuer or the Guarantor, as applicable, has become obligated to pay such Additional Amounts as a result of a change or amendment described in this Section 4.2., that the Issuer or the Guarantor cannot avoid payment of such Additional Amounts by taking reasonable measures available to them any and that all Governmental Approvals governmental approvals necessary for the Issuer Company to effect such redemption redemption, including any required approvals from the Central Bank, have been obtained and are in full force and effect or specifying any necessary approvals that have not been obtained.at the time of 110

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes may be redeemed at the election of the IssuerCompany’s election, as a in whole, but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”) at any time upon the giving of notice as provided in Section 4.31104, at a redemption price equal to (1) the Outstanding principal amount thereof, together with (2) Additional Amounts, if any, payable with respect to the Notes and (i3) any accrued and unpaid interest to, but not including, the Issuer redemption date, if the Company certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay Additional Amounts as provided or referred to in Section 2.16 or (ii) the Guarantor has or will become obliged to pay Additional Amounts in respect of payments due under the Guaranty or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting a withholding tax rate in excess of 15%that, in each case as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a any Taxing Jurisdiction, or any change in the official application application, administration or interpretation of such laws laws, regulations or regulations rulings (including a determination by a court of competent jurisdiction“Change in Tax Law”), which the Company or the Notes Guarantor has or will become obligated to pay Additional Amounts on the Notes at a rate of withholding or deduction in excess of the Additional Amounts the Company or the Notes Guarantor would be obligated to pay under applicable law in effect on the Issue Date (“Excess Additional Amounts”), if such change or amendment becomes effective is announced on or after the issue date of the Notes and, in any such case, Issue Date and such obligation cannot be avoided by the Issuer Company or the Notes Guarantor taking reasonable measures available to it; provided, however, that no such notice of redemption shall be given within earlier than 60 calendar days of prior to the earliest date on which the Issuer Company or the Notes Guarantor would be obligated to pay such Excess Additional Amounts, if were a payment in respect of the Notes were then due. (b) Prior to the giving of any notice of tax redemption of the Notes pursuant to this Section 4.21111, the Issuer Company shall deliver to the Trustee Trustee: (1) an Officer’s Certificate, stating that the Issuer is entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, will deliver to the Trustee a written Opinion of Counsel Officers’ Certificate to the effect that the Issuer or the Guarantor, as applicable, has become obligated to pay such Additional Amounts as a result of a change or amendment described in this Section 4.2., that the Issuer or the Guarantor cannot avoid payment of such Additional Amounts by taking reasonable measures available to them any and that all Governmental Approvals governmental approvals necessary for the Issuer Company to effect such redemption redemption, including any required approvals from the Central Bank, have been obtained or at the time of 110 aggregate Net Cash Proceeds of one or more Eligible Equity Offerings to redeem up to 35% of the aggregate principal amount of the Outstanding Notes (including any Additional Notes) at a redemption price equal to 109.250% of the principal amount on the Redemption Date, plus any accrued and are in full force unpaid interest to, but excluding, the Redemption Date; provided that: (1) after giving effect to any such redemption, at least 65% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture remains Outstanding; and effect (2) the Company gives notice of such redemption not more than 90 days after the consummation of the related Eligible Equity Offering. (b) Notice of any redemption upon an Eligible Equity Offering may be given prior to the completion thereof, and any such redemption or specifying any necessary approvals that have notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not been obtainedlimited to, completion of the related Eligible Equity Offering. Section 1111.

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes may be redeemed at the election of the Issuer, as a whole, but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”) at any time upon the giving of notice as provided in Section 4.33.03 (the “Early Tax Redemption”), solely if (i) the Issuer certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay Additional Amounts as provided or referred to in Section 2.16 or (ii) excess of the Guarantor has or will become obliged to pay Additional Amounts that the Issuer would pay if payments in respect of payments due under the Guaranty Notes were subject to deduction or direct withholding at a rate of 4.99% (determined without regard to any interest, fees, penalties or indirect payments other additions to tax) (the amount of any such excess, the “Excess Tax Amount”) with respect to the Issuer made to permit the Issuer to service the Notes reflecting a withholding tax rate in excess of 15%, in each case solely as a result of any generally applicable change in, in or amendment to, to the laws or regulations of a Taxing JurisdictionPeru, or any generally applicable change in the official application or official interpretation of such laws or regulations (including a determination by a court of competent jurisdiction)regulations, which change or amendment becomes effective on or amendment, in each case, occurs after the issue date of issuance of any of the Notes and, in any such case, and (ii) such obligation to pay such Excess Tax Amounts cannot be avoided by the Issuer or the Guarantor taking reasonable measures available to it; provided, however, that no such notice of redemption shall be given within earlier than 60 calendar days of prior to the earliest date on which the Issuer would be obligated to pay such Additional AmountsExcess Tax Amount, if a payment in respect of the Notes were then due. Prior to the giving of any notice of redemption of the Notes pursuant to this Section 4.23.02, the Issuer shall deliver to the Trustee an Officer’s Officers’ Certificate, stating that the Issuer is entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, will deliver to the Trustee a written Opinion of Counsel to the effect stating, among other things, that the Issuer or the Guarantor, as applicable, has become obligated to pay such Additional Amounts Excess Tax Amount as a result of a change or amendment described in this Section 4.2., 3.02 and that the Issuer or the Guarantor cannot avoid payment of such Additional Amounts Excess Tax Amount by taking reasonable measures available to them it and that all Governmental Approvals governmental approvals necessary for the Issuer to effect such redemption have been obtained and are in full force and effect or specifying any such necessary approvals that as of the date of such opinion have not been obtained.

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes may be redeemed at the election of the Issuer, as a in whole, but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”) at any time upon the giving of notice as provided in Section 4.34.4, if (i) the Issuer certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay Additional Amounts as provided or referred to in Section 2.16 or (ii) excess of the Guarantor has or will become obliged Additional Amounts which the Issuer could be obligated to pay Additional Amounts in respect if payments of payments due interest under the Guaranty Notes were subject to withholding or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting deduction at a withholding tax rate in excess of 15%, in each case % with respect to the Notes as a result of any generally applicable change in, in or amendment to, to the laws or regulations of a Taxing JurisdictionBrazil, or any generally applicable change in the official application or official interpretation of such laws or regulations (including a determination by a court of competent jurisdiction)regulations, which change or amendment amendment, in each case, becomes effective on or after the issue date of the original issuance of any of the Notes and, in any such case, and (ii) such obligation cannot be avoided by the Issuer or the Guarantor taking reasonable measures available to it; provided, however, that no any such notice of redemption shall be given within 60 calendar days of the earliest date on which the Issuer would be obligated to pay such Additional Amounts, if a payment in respect of the Notes were then due. Prior At least 15 days prior to the giving of any notice of redemption of the Notes pursuant to this Section 4.24.2 (unless a shorter period shall be acceptable to the Trustee), the Issuer shall deliver to the Trustee an Officer’s Certificate, stating that the Issuer is entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, will deliver to the Trustee a written Opinion of Counsel Counsel, in form and substance satisfactory to the effect Trustee, stating, among other things, that the Issuer or the Guarantor, as applicable, has become obligated to pay such Additional Amounts as a result of a change or amendment described in this Section 4.2., 4.2 and that the Issuer or the Guarantor cannot avoid payment of such Additional Amounts by taking reasonable measures available to them it and that all Governmental Approvals necessary for the Issuer to effect such redemption have been obtained and are in full force and effect or specifying any such necessary approvals that as of the date of such opinion have not been obtained.

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes may be redeemed at the election of the Issuer, as a whole, but not in part, in accordance with this Section 4.2 (the “"Early Tax Redemption”") at any time upon the giving of notice as provided in Section 4.34.4, if (i) the Issuer certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay Additional Amounts as provided or referred to in Section 2.16 or (ii) excess of the Guarantor has or will become obliged Additional Amounts which the Issuer could be obligated to pay Additional Amounts in respect if payments of payments due interest under the Guaranty Notes were subject to withholding or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting deduction at a withholding tax rate in excess of 15%, in each case % with respect to the Notes as a result of any generally applicable change in, in or amendment to, to the laws or regulations of a Taxing Jurisdiction, or any generally applicable change in the official application or official interpretation of such laws or regulations (including a determination by a court of competent jurisdiction)regulations, which change or amendment amendment, in each case, becomes effective on or after the issue date of original issuance of any of the Notes and, in any such case, and (ii) such obligation cannot be avoided by the Issuer or the Guarantor taking reasonable measures available to it; provided, however, that no such notice of redemption shall be given within 60 calendar days of the earliest date on which the Issuer would be obligated to pay such Additional Amounts, if a payment in respect of the Notes were then due. Prior to the giving of any notice of redemption of the Notes pursuant to this Section 4.2, the Issuer shall deliver to the Trustee an Officer’s 's Certificate, stating that the Issuer is entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, will deliver to the Trustee a written Opinion of Counsel Counsel, in form and substance satisfactory to the effect Trustee, stating, among other things, that the Issuer or the Guarantor, as applicable, has become obligated to pay such Additional Amounts as a result of a change or amendment described in this Section 4.2., 4.2 and that the Issuer or the Guarantor cannot avoid payment of such Additional Amounts by taking reasonable measures available to them it and that all Governmental Approvals necessary for the Issuer to effect such redemption have been obtained and are in full force and effect or specifying any such necessary approvals that as of the date of such opinion have not been obtained.

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes may be redeemed at the election of the Issuer, as a whole, but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”"EARLY TAX REDEMPTION") at any time upon the giving of notice as provided in Section 4.34.4, if (i) the Issuer certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay Additional Amounts as provided or referred to in Section 2.16 or (ii) excess of the Guarantor has or will become obliged Additional Amounts which the Issuer could be obligated to pay Additional Amounts in respect if payments of payments due interest under the Guaranty Notes were subject to withholding or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting deduction at a withholding tax rate in excess of 15%, in each case % with respect to the Notes as a result of any generally applicable change in, in or amendment to, to the laws or regulations of a Taxing Jurisdiction, or any generally applicable change in the official application or official interpretation of such laws or regulations (including a determination by a court of competent jurisdiction)regulations, which change or amendment becomes effective on or amendment, in each case, occurs after the issue date of issuance of any of the Notes and, in any such case, and (ii) such obligation cannot be avoided by the Issuer or the Guarantor taking reasonable measures available to it; providedPROVIDED, howeverHOWEVER, that no such notice of redemption shall be given within earlier than 60 calendar days of prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts, if a payment in respect of the Notes were then due. Prior to the giving of any notice of redemption of the Notes pursuant to this Section 4.2, the Issuer shall deliver to the Trustee an Officer’s 's Certificate, stating that the Issuer is entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, will deliver to the Trustee a written Opinion of Counsel Counsel, in form and substance satisfactory to the effect Trustee, stating, among other things, that the Issuer or the Guarantor, as applicable, has become obligated to pay such Additional Amounts as a result of a change or amendment described in this Section 4.2., 4.2 and that the Issuer or the Guarantor cannot avoid payment of such Additional Amounts by taking reasonable measures available to them it and that all Governmental Approvals necessary for the Issuer to effect such redemption have 34 been obtained and are in full force and effect or specifying any such necessary approvals that as of the date of such opinion have not been obtained.

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes may be redeemed at the election of the Issuer, as a whole, but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”) at any time upon the giving of notice as provided in Section 4.3, if (i) the Issuer certifies to the Trustee immediately prior to the giving of such notice that it has or will become obligated to pay Additional Amounts as provided or referred to in Section 2.16 or (ii) the Guarantor has or will become obliged to pay Additional Amounts in respect of payments due under the Guaranty or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting a withholding tax rate in excess of 15%, in each case If as a result of any change in, in or amendment to, to the laws or treaties (or any rules or regulations thereunder) of a Taxing JurisdictionAuthority, or any amendment to or change in the an official interpretation, administration or application or interpretation of such laws laws, treaties, rules, or regulations (including a determination 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 of the Notes andSecurities of any series (or if a successor assumes the obligations under the Securities, such later date), the Company has or will become obligated to pay any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments were subject to withholding or deduction at a rate of 4% (the “Minimum Withholding Level”), the Company may, at its option, redeem all, but not less than all, of the Securities of such series, at the Redemption Price, together with any accrued interest to the Redemption Date, upon publication of irrevocable notice not less than 30 days nor more than 90 days prior to the Redemption Date. No notice of such redemption may be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, be obligated to pay Additional Amounts above the Minimum Withholding Level, if payment in respect of the Securities of such series were actually due on such date. Notwithstanding the foregoing, the Company shall not have the right to so redeem the Securities of any series unless it determines, in any such caseits reasonable business judgment, such obligation that it cannot be avoided avoid the obligation to pay the Additional Amounts above the Minimum Withholding Level by the Issuer or the Guarantor taking use of reasonable measures available to it; provided, however, provided that no such notice for the avoidance of redemption shall be given within 60 calendar days doubt changing the jurisdiction of the earliest date on which Company is not a reasonable measure for the Issuer would be obligated purposes of this Section. In the event that the Company elects to pay such Additional Amounts, if a payment in respect of so redeem the Notes were then due. Prior to the giving Securities of any notice of redemption of the Notes pursuant to this Section 4.2series, the Issuer shall deliver to the Trustee an Officer’s Certificate, stating that the Issuer is entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemption. Concurrently, the Issuer or the Guarantor, as the case may be, it will deliver to the Trustee Trustee: (1) an Officers’ Certificate stating that the Company is entitled to redeem the Securities of such series pursuant to their terms and setting forth a written statement of facts showing that the condition or conditions precedent to the right of the Company to so redeem have occurred or been satisfied; and (2) an Opinion of Counsel to the effect that the Issuer Company has or the Guarantor, as applicable, has will become obligated to pay such Additional Amounts above the Minimum Withholding Level as a result of a the change or amendment described in this Section 4.2.amendment, that the Issuer or the Guarantor cannot avoid payment of such Additional Amounts by taking reasonable measures available to them and that all Governmental Approvals governmental requirements necessary for the Issuer Company to effect such the redemption have been obtained and are in full force and effect or specifying any necessary approvals that have not been obtained.complied with. ARTICLE TWELVE

Optional Redemption in the Event of Change in Tax Treatment. (a) The Notes Securities of any series may be redeemed at the election of the IssuerCompany, as a whole, whole but not in part, in accordance with this Section 4.2 (the “Early Tax Redemption”) at any time upon the giving of notice as provided in Section 4.311.04, at the Redemption Price, together with any accrued interest to the Redemption Date, if (i) the Issuer Company certifies to the Trustee immediately prior to the giving of such notice that it the Company has or will become obligated to pay Additional Amounts as provided or referred with respect to in Section 2.16 or (ii) the Guarantor has or will become obliged to pay Additional Amounts in respect of payments due under the Guaranty or direct or indirect payments to the Issuer made to permit the Issuer to service the Notes reflecting a withholding tax rate in excess of 15%, in each case such Securities as a result of any a change in, in or an amendment to, to the laws (including any regulations promulgated thereunder) of the Republic of the Xxxxxxxx Islands (or regulations of a Taxing Jurisdiction, any political subdivision or taxing authority thereof or therein) or any change in or amendment to any official position regarding the official application or interpretation of such laws or regulations (including a determination by a court of competent jurisdiction)regulations, which change or amendment is announced or becomes effective on or after the issue date of the Notes and, in any issuance of such case, Securities and such obligation obligations cannot be avoided by the Issuer or the Guarantor Company taking reasonable measures available to it; provided, however, that no such notice of redemption shall be given within earlier than 60 calendar days of prior to the earliest date on which the Issuer Company would be obligated to pay such Additional Amounts, Amounts if a payment in respect of the Notes such Securities were then due. Prior to the giving of mailing any notice of redemption (as provided in Section 11.04) as a result of the Notes pursuant an obligation to pay Additional Amounts (as described in this Section 4.211.08), the Issuer Company shall deliver to the Trustee an Officer’s Officers' Certificate, stating that the Issuer is entitled Company cannot avoid its obligation to effect such a redemption pursuant pay Additional Amounts by taking reasonable measures available to this Indenture, and setting forth in reasonable detail a statement of the facts giving rise to such right of redemptionit. Concurrently, the Issuer or the Guarantor, as the case may be, The Company will also deliver to the Trustee a written Opinion an opinion of Counsel to the effect independent legal counsel of recognized standing stating that the Issuer or the Guarantor, as applicable, Company has become obligated to pay such Additional Amounts as a result of a change in tax laws or amendment described in this Section 4.2., that the Issuer regulations or the Guarantor cannot avoid payment application or interpretation of such Additional Amounts by taking reasonable measures available to them and that all Governmental Approvals necessary for the Issuer to effect such redemption have been obtained and are in full force and effect laws or specifying any necessary approvals that have not been obtainedregulations.