Common use of Optional Tax Redemption Clause in Contracts

Optional Tax Redemption. The Notes may be redeemed on not less than 30 nor more than 60 days’ prior written notice to the Trustee, and, in accordance with Section 6.4 and in the manner provided in Section 12.2, the Holders of such Notes, at the option of the Company or the Guarantor (an “Optional Tax Redemption”), in whole, but not in part, at any time, if: (a) on the occasion of the next succeeding Interest Payment Date for such series, each of the Company and the Guarantor has or will become obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws or regulations of the Company’s domicile or any authority in or of the Company’s domicile having power to tax, or any change in the official judicial or administrative interpretation of these laws or regulations, which change or amendment becomes effective on or after the Issue Date; and (b) each of the Company and the Guarantor is unable to avoid this obligation by taking reasonable measures available to it; provided that no notice of Optional Tax Redemption shall be given earlier than 90 days prior to the earliest date on which the Company or the Guarantor, as the case may be, would be obliged to pay, deduct or withhold amounts were a payment in respect of the Notes of such series then due. Notes redeemed pursuant to an Optional Tax Redemption will be redeemed at an amount equal to the principal amount of the Notes being redeemed together with Additional Amounts, if any, plus any accrued and unpaid interest to (but excluding) the Redemption Date.

Optional Tax Redemption. The Notes may shall be redeemed on redeemable, at the option of the Company or any successor, in whole, but not in part, upon giving not less than 30 nor more than 60 days’ prior written notice to the Trustee, and, in accordance with Section 6.4 and in the manner provided in Section 12.2, the Holders of such Notes(which notice shall be irrevocable), at 100% of the option of then outstanding Principal amount thereof, plus accrued and unpaid Interest, if any, and any Additional Amounts payable with respect thereto, if (i) the Company or the Guarantor (an “Optional Tax Redemption”), in whole, but not in part, at any time, if: (a) on the occasion of the next succeeding Interest Payment Date for such series, each of the Company and the Guarantor successor has or will become obliged obligated to pay Additional Amounts reflecting a withholding tax rate in excess of 15% (determined without regard to any interest, fees, penalties or other additions to tax), as a result of any change in, or amendment to, the laws or regulations of Brazil (or the Company’s domicile jurisdiction of any successor) or any political subdivision or governmental authority in thereof or of the Company’s domicile therein having power to tax, or any change in the application or official judicial or administrative interpretation of these such laws or regulations, which change or amendment becomes effective on or occurs after the Issue Date; and (b) each date of the Indenture (or, for the jurisdiction of a successor, after the date of succession), and (ii) such obligation cannot be avoided by the Company and the Guarantor is unable to avoid this obligation by or any successor taking reasonable measures Reasonable Measures available to itit or any successor; provided it being understood that no for this purpose “Reasonable Measures” shall not include making any change in the Company’s or any successor’s jurisdiction of incorporation or organization or location of the Company’s principal executive or registered office. No such notice of Optional Tax Redemption redemption shall be given earlier than 90 60 days prior to the earliest date on which the Company or the Guarantorany successor, as the case may be, would be obliged obligated to pay, deduct or withhold amounts were pay such Additional Amounts if a payment in respect of the such Notes of such series were then due. Notes redeemed Prior to the publication or mailing of any notice of redemption pursuant to an Optional Tax Redemption will be redeemed at an amount equal the preceding paragraph, the Company or any successor shall deliver to the principal amount Trustee an Officers’ Certificate to the effect that the obligation of the Notes being redeemed together with Company or any successor, as the case may be, to pay Additional AmountsAmounts cannot be avoided by the Company or any successor taking Reasonable Measures available to it. The Company or any successor, if anyas the case may be, plus shall also deliver to the Trustee an Opinion of Counsel stating that the Company or any accrued successor, as the case may be, would be obligated to pay Additional Amounts due to the changes in tax laws or regulations. The Trustee shall accept such certificate and unpaid interest to opinion as sufficient evidence of the satisfaction of the conditions precedent set forth in clauses (but excludingi) and (ii) of the Redemption Datepreceding paragraph of this Paragraph 9(b), in which event it shall be conclusive and binding on the Holders.

Optional Tax Redemption. The Notes of either series may be redeemed on not less than 30 nor more than 60 days’ prior written notice to the Trustee, and, in accordance with Section 6.4 and in the manner provided in Section 12.2, the Holders of such Notes, at the option of the Company or the Guarantor (an “Optional Tax Redemption”), in whole, but not in part, at any time, if: (a) on the occasion of the next succeeding Interest Payment Date for such series, each of the Company and the Guarantor has or will become obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws or regulations of the Company’s domicile or any authority in or of the Company’s domicile having power to tax, or any change in the official judicial or administrative interpretation of these laws or regulations, which change or amendment becomes effective on or after the Issue Date; and (b) each of the Company and the Guarantor is unable to avoid this obligation by taking reasonable measures available to it; provided that no notice of Optional Tax Redemption shall be given earlier than 90 days prior to the earliest date on which the Company or the Guarantor, as the case may be, would be obliged to pay, deduct or withhold amounts were a payment in respect of the Notes of such series then due. Notes redeemed pursuant to an Optional Tax Redemption will be redeemed at an amount equal to the principal amount of the Notes being redeemed together with Additional Amounts, if any, plus any accrued and unpaid interest to (but excluding) the Redemption Date.

Optional Tax Redemption. The Notes may be redeemed on not less than 30 nor more than 60 days’ prior written notice With respect to the TrusteeNotes only, andthis Section 2.04 hereby amends Section 11.08 of the Base Indenture in its entirety, in accordance with Section 6.4 and references in the manner provided Base Indenture to Section 11.08 thereof shall be to such Section as amended by this Section 2.04. (a) Subject to the limitations specified in Section 12.22.06 of this First Supplemental Indenture, the Holders of such NotesCompany may, at the option of Company’s option, redeem the Company or the Guarantor (an “Optional Tax Redemption”)Notes, in whole, whole but not in part, upon not less than thirty (30) days’ nor more than sixty (60) days’ notice to the Trustee and the Holders, at any time, if: (a) on the occasion a redemption price equal to 100% of the next succeeding Interest Payment Date for such series, each principal amount of the Notes then Outstanding, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, if the Company and the Guarantor has or will become obliged to pay Additional Amounts determines that as a result of any change in, or amendment to, the laws or regulations of a Taxing Jurisdiction, including any treaty to which the Company’s domicile or any authority in or of the Company’s domicile having power to taxrelevant Taxing Jurisdiction is a party, or any a change in the an official judicial application or administrative interpretation of these those laws or regulations, including a decision of any court or tribunal, which change or amendment becomes effective on or after the Issue Date; Date (and, in the case of a successor entity, which becomes effective on or after the date of that entity’s assumption of the Company’s obligations): (bi) the Company would be required to pay Additional Amounts to Holders; (ii) the Company would not be entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities or the amount of the deduction would be materially reduced; or (iii) the Company would not, as a result of the Notes being in issue, be able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the Issue Date or any similar system or systems having like effect as may from time to time exist) (each of (i), (ii) and (iii) above, a “Tax Event”); provided, however, that the Notes may only be redeemed pursuant to this Section 2.04 if (i) the circumstance that entitles the Company to exercise such right of redemption of the Notes was not in the Company’s opinion reasonably foreseeable at the Issue Date and (ii) in the Guarantor is unable to avoid this case of each Tax Event, such obligation cannot be avoided by the Company taking reasonable measures available to it; provided that no the Company. (b) Prior to the delivery of any notice of Optional Tax Redemption redemption pursuant to this Section 2.04, the Company shall deliver to the Trustee an opinion of independent counsel of recognized standing, chosen by the Company, in a form satisfactory to the Trustee confirming that the Company is entitled to exercise its right of redemption. (c) The notice provided to Holders in accordance with this Section 2.04 (which notice shall be given earlier than 90 days prior to irrevocable) shall specify the earliest date on which fixed for such redemption. (d) Upon the expiry of the notice period described in (a) above, the Company or shall be bound to redeem the Guarantor, as Notes accordingly. (e) Any successor entity that assumes the case may be, would be obliged to pay, deduct or withhold amounts were a payment in respect obligations of the Notes of such series then due. Notes redeemed Company pursuant to an Optional Tax Redemption will be redeemed at an amount equal to the principal amount Section 8.03 of the Base Indenture shall also be entitled to redeem the Notes being redeemed together in accordance with Additional Amountsthis Section 2.04 with respect to any change or amendment to, if anyor change in the application or interpretation of the laws or regulations (including any treaty) of the successor entity’s jurisdiction of incorporation, plus any accrued and unpaid interest to (but excluding) which becomes effective on or after the Redemption Datedate of that entity’s assumption of the Company’s obligations.

Optional Tax Redemption. (a) The Notes may shall be redeemed on redeemable, at the option of the Company or any successor, in whole, but not in part, upon giving not less than 30 nor more than 60 days’ prior written notice to the Trustee, and, in accordance with Section 6.4 and in the manner provided in Section 12.2, the Holders of such Notes(which notice shall be irrevocable), at 100% of the option of then outstanding Principal amount thereof, plus accrued and unpaid Interest, if any, and any Additional Amounts payable with respect thereto, if (i) the Company or the Guarantor (an “Optional Tax Redemption”), in whole, but not in part, at any time, if: (a) on the occasion of the next succeeding Interest Payment Date for such series, each of the Company and the Guarantor successor has or will become obliged obligated to pay Additional Amounts reflecting a withholding tax rate in excess of 15% (determined without regard to any interest, fees, penalties or other additions to tax), as a result of any change in, or amendment to, the laws or regulations of Brazil (or the Company’s domicile jurisdiction of any successor) or any political subdivision or governmental authority in thereof or of the Company’s domicile therein having power to tax, or any change in the application or official judicial or administrative interpretation of these such laws or regulations, which change or amendment becomes effective on or occurs after the Issue Datedate of this Indenture (or, for the jurisdiction of a successor, after the date of succession), and (ii) such obligation cannot be avoided by the Company or any successor taking Reasonable Measures available to it or any successor; and (b) each it being understood that for this purpose “Reasonable Measures” shall not include making any change in the Company’s or any successor’s jurisdiction of incorporation or organization or location of the Company and the Guarantor is unable to avoid this obligation by taking reasonable measures available to it; provided that no Company’s principal executive or registered office. No such notice of Optional Tax Redemption redemption shall be given earlier than 90 60 days prior to the earliest date on which the Company or the Guarantorany successor, as the case may be, would be obliged obligated to pay, deduct or withhold amounts were pay such Additional Amounts if a payment in respect of the such Notes of such series were then due. Notes redeemed . (b) Prior to the publication or mailing of any notice of redemption pursuant to an Optional Tax Redemption will be redeemed at an amount equal the preceding paragraph, the Company or any successor shall deliver to the principal amount Trustee an Officers’ Certificate to the effect that the obligation of the Notes being redeemed together with Company or any successor, as the case may be, to pay Additional AmountsAmounts cannot be avoided by the Company or any successor taking Reasonable Measures available to it. The Company or any successor, if anyas the case may be, plus shall also deliver to the Trustee an Opinion of Counsel stating that the Company or any accrued successor, as the case may be, would be obligated to pay Additional Amounts due to the changes in tax laws or regulations. The Trustee shall accept such certificate and unpaid interest to opinion as sufficient evidence of the satisfaction of the conditions precedent set forth in clauses (but excludingi) and (ii) of the Redemption Datepreceding paragraph of this Section 3.2(a), in which event it shall be conclusive and binding on the Holders.

Optional Tax Redemption. The Notes of either series may be redeemed on not less than 30 nor more than 60 days’ ' prior written notice to the Trustee, and, in accordance with Section 6.4 and in the manner provided in Section 12.2, the Holders of such Notes, at the option of the Company or the Guarantor (an “"Optional Tax Redemption”"), in whole, but not in part, at any time, if: (a) on the occasion of the next succeeding Interest Payment Date for such series, each of the Company and the Guarantor has or will become obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws or regulations of the Company’s 's domicile or any authority in or of the Company’s 's domicile having power to tax, or any change in the official judicial or administrative interpretation of these laws or regulations, which change or amendment becomes effective on or after the Issue Date; and (b) each of the Company and the Guarantor is unable to avoid this obligation by taking reasonable measures available to it; provided that no notice of Optional Tax Redemption shall be given earlier than 90 days prior to the earliest date on which the Company or the Guarantor, as the case may be, would be obliged to pay, deduct or withhold amounts were a payment in respect of the Notes of such series then due. Notes redeemed pursuant to an Optional Tax Redemption will be redeemed at an amount equal to the principal amount of the Notes being redeemed together with Additional Amounts, if any, plus any accrued and unpaid interest to (but excluding) the Redemption Date.

Optional Tax Redemption. The Notes Securities may be redeemed on not less than 30 nor more than 60 days’ prior written notice to the Trustee, and, in accordance with Section 6.4 and in the manner provided in Section 12.2, the Holders of such Notes, at the option election of the Company or the Guarantor (an “Optional Tax Redemption”)Issuer, in as a whole, but not in part, by the giving of notice not more than 60 days nor less than 30 days as provided in Section 11.4, at any timea price equal to the outstanding principal amount thereof, if: together with Additional Amounts, if any, and accrued interest, if any, to the Redemption Date, if (a) on the occasion of Issuer satisfies the next succeeding Interest Payment Date for such series, each of the Company and the Guarantor Trustee that it has or will become obliged obligated to pay Additional Amounts on the Securities, as a result of any change in, or amendment to, the laws or regulations of the Company’s domicile or any authority in or of the Company’s domicile having power to taxa Taxing Jurisdiction, or any change in the official judicial application or administrative interpretation of these such laws or regulations, which change or amendment becomes effective (subject to Section 9.1) on or after the Issue Date; and date of original issuance of the Securities, and (b) each of such obligation cannot be avoided by the Company and the Guarantor is unable to avoid this obligation by Issuer taking reasonable measures available to it; provided provided, however, that no such notice of Optional Tax Redemption redemption shall be given earlier than 90 days prior to the earliest date on which the Company or the Guarantor, as the case may be, Issuer would be obliged obligated to pay, deduct or withhold amounts pay such Additional Amounts were a payment in respect of the Notes of such series Securities then due. Notes redeemed Prior to the publication of any notice of redemption of such Securities pursuant to an Optional Tax Redemption this Indenture, the Issuer will be redeemed at an amount equal deliver to the principal amount Trustee an Officers' Certificate stating that the obligation to pay such Additional Amounts cannot be avoided by the Issuer taking reasonable measures available to it, and the Trustee shall accept such certificate as sufficient evidence of the Notes being redeemed together with Additional Amountscondition precedent set forth in clause (b) above, if any, plus any accrued and unpaid interest to (but excluding) such certificate shall be conclusive and binding on the Redemption DateHolders of the Securities.