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

Optional Redemption Upon a Tax Event. The Notes may be redeemed, in whole but not in part, at the Company’s option, subject to applicable Argentine laws, at a redemption price equal to 100% of the Outstanding principal amount of the Notes, plus accrued and unpaid interest (including Additional Amounts, if any) to the redemption date, if the Company has or will become obligated to pay Additional Amounts on or in respect of the Notes as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Jurisdiction, or any change in the official application, administration or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction) in any Relevant Jurisdiction, if such change or amendment occurs on or after the date of this Indenture and such obligation cannot be avoided by the Company taking commercially reasonable measures available to it; provided that no such notice of redemption will be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay Additional Amounts; and provided further, that commercially reasonable measures shall be understood not to include any change in the Company’s jurisdiction of incorporation or organization or location of the Company’s principal executive office or registered office. Prior to the giving of notice of redemption of Notes pursuant to this Indenture, the Company shall deliver to the Trustee an Officer’s Certificate to the effect that the Company is or at the time of the redemption will be entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail the circumstances giving rise to such right of redemption. The Officer’s Certificate shall be accompanied by a written opinion of recognized counsel in the Relevant Jurisdiction independent of the Company to the effect that the Company is, or is expected to become, obligated to pay Additional Amounts as a result of a change or amendment, as described above.

Optional Redemption Upon a Tax Event. The Notes may be redeemed, in whole but not in part, at the Company’s option, subject to applicable Argentine Bermuda and Chilean laws, at a redemption price equal to 100% of the Outstanding outstanding principal amount of the Notes, plus accrued and unpaid interest (including Additional Amounts, if any) to the redemption date, if (A) the Company has or will become obligated to pay Additional additional Amounts on or in respect of interest received on the Notes (i) with respect to Chilean Taxes, at a rate of withholding or deduction in excess of 4.0% or (ii) Bermuda Taxes or (B) an Initial Loan Recipient has or will become obligated to withhold or deduct any amount in respect of Taxes from a payment of interest on an Initial Intercompany Loan, which amount such Initial Loan Recipient is obligated to pay to Chile or any political subdivision or taxing authority thereof or therein and is not entitled to have refunded, credited, or offset against another tax that is required to be paid by such Initial Loan Recipient or a related person (collectively, “Excess Additional Amounts”), in each case set forth in (A) and (B) above, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Chile or Bermuda or any Relevant Jurisdictionpolitical subdivision or taxing authority thereof or therein, or any change in the official application, administration or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction) in Chile or Bermuda, or any Relevant Jurisdictionother jurisdiction with the power to impose, levy or assess Taxes in respect of payments on the Notes, if such change or amendment occurs on or after the date of this the Indenture and such obligation cannot be avoided by the Company or such Initial Loan Recipient, as applicable, taking commercially reasonable measures available to it; provided that no such notice of redemption will be given earlier than 60 days prior to the earliest date on which the Company or such Initial Loan Recipient, as applicable, would be obligated to pay such Excess Additional Amounts; and provided further, that commercially reasonable measures shall be understood not to include any change were a payment in the Company’s jurisdiction of incorporation or organization or location respect of the Company’s principal executive office Notes or registered officeInitial Intercompany Loan, as applicable, then due. Prior to the giving of notice of redemption of Notes pursuant to this the Indenture, the Company shall will deliver to the Trustee an Officer’s Officers’ Certificate to the effect that the Company is or at the time of the redemption will be entitled to effect such a redemption pursuant to this the Indenture, and setting forth in reasonable detail the circumstances giving rise to such right of redemption. The Officer’s Officers’ Certificate shall be accompanied by a written opinion of recognized Bermuda counsel in the Relevant Jurisdiction or Chilean counsel, as applicable, independent of the Company to the effect that the Company iseffect, or is expected to becomeamong other things, obligated to pay Additional Amounts as a result of a change or amendment, as described above.that:

Optional Redemption Upon a Tax Event. The Notes may be redeemedIf as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, rules or regulations, or any treaties or related agreements to which the Taxing Jurisdiction is a party (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in whole but not the case of a change in partofficial position, at is announced on or after the Company’s option, subject to applicable Argentine laws, at a redemption price equal to 100% issue date of the Outstanding principal amount of Notes (or if the Notes, plus accrued and unpaid interest (including Additional Amounts, if any) to the redemption Taxing Jurisdiction became a Taxing Jurisdiction on a later date, if such later date), (i) the Company or any successor to the Company has or will become obligated to pay Additional Amounts on or (ii) the Guarantor or any successor to the Guarantor has or will become obligated to pay Additional Amounts, in respect each case, in excess of the Notes as Additional Amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a result of any change in, or amendment toTaxing Jurisdiction, the laws (Company or any regulations or rulings promulgated thereunder) successor to the Company may, at its option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to but excluding the date fixed for redemption, including any Relevant JurisdictionAdditional Amounts with respect thereto, or any change in upon publication of irrevocable notice to Holders not less than 30 days nor more than 60 days prior to the official application, administration or interpretation date fixed for redemption. No notice of such laws, regulations or rulings (including a holding by a court of competent jurisdiction) in any Relevant Jurisdiction, if such change or amendment occurs on or after the date of this Indenture and such obligation cannot be avoided by the Company taking commercially reasonable measures available to it; provided that no such notice of redemption will may be given earlier than 60 days prior to the earliest date on which the Company, the Guarantor or a successor to the foregoing would, but for such redemption, become obligated to pay any such Additional Amounts were payment then due. For the avoidance of doubt, the Company would or any successor to the Company shall not have the right to so redeem the Notes unless (a) it is or will become obligated to pay such Additional Amounts or (b) the Guarantor or any successor to the Guarantor is or will become obligated to pay such Additional Amounts. Notwithstanding the foregoing, the Company or any successor to the Company shall not have the right to so redeem the Notes unless it has taken reasonable measures (including without limitation, using reasonable measures to cause payment on the Notes to be obligated made through a paying agent in a different jurisdiction or by the Company, its successor or another Subsidiary) to avoid the obligation to pay Additional Amounts; and provided further. For the avoidance of doubt, that commercially reasonable measures shall be understood do not to include any change in changing the Company’s jurisdiction of incorporation of the Company or organization or location any successor of the Company’s principal executive office . In the event that the Company or registered office. Prior any successor elects to so redeem the giving of notice of redemption of Notes pursuant to this IndentureSection 3.01(e), the Company shall it will deliver to the Trustee Trustee: (i) a certificate, signed in the name of the Company or any successor to the Company by any two of its executive officers or by its attorney-in-fact in accordance with its bylaws, stating that the Company or any successor to the Company is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Company or any successor to the Company to so redeem have occurred or been satisfied; and (ii) an Officer’s Certificate Opinion of Counsel to the effect that (1) the Company is or at the time of the redemption will be entitled any successor to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail the circumstances giving rise to such right of redemption. The Officer’s Certificate shall be accompanied by a written opinion of recognized counsel in the Relevant Jurisdiction independent of the Company to the effect that the Company is, has or is expected to become, will become obligated to pay Additional Amounts as or the Guarantor or any successor to the Guarantor is or will become obligated to pay Additional Amounts and that such obligation cannot be avoided by taking reasonable measures to avoid such obligation (including, without limitation, by causing payment on the Notes to be made through a paying agent in a different jurisdiction or by a Subsidiary), (2) such obligation is the result of a change in or amendmentamendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described aboveabove and (3) that all governmental requirements necessary for the Company or any successor to the Company to effect the redemption have been complied with.