Common use of Optional Redemption Due to Changes in Tax Treatment Clause in Contracts

Optional Redemption Due to Changes in Tax Treatment. The Notes may be redeemed at the option of the Company in whole but not in part at any time at a Redemption Price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the date fixed for redemption if, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of the United Mexican States (or of any political subdivision or taxing authority thereof or therein) or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which the United Mexican States (or such political subdivision or taxing authority) is a party, which change, execution or amendment becomes effective after the Initial Issuance Date, the Company is or would be required to pay additional amounts with respect to the Notes in excess of the Additional Amounts payable on the Initial Issuance Date as described in Section 2.03, and the payment of such additional amounts cannot be avoided by the use of any reasonable measures available to the Company. Prior to the giving of notice of redemption of such Notes pursuant to this Indenture, the Company will deliver to the Trustee an Officers’ Certificate, stating that the Company is entitled to effect such redemption based on an Opinion of Counsel that the Company has or will become obligated to pay such additional amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, will be irrevocable.

Optional Redemption Due to Changes in Tax Treatment. The Notes Company or any successor may, at its option, redeem all, but not less than all, of the Securities of each series, at any time upon giving not less than five Business Days’ but no more than 60 Business Days’ notice to the Holders (which notice shall be irrevocable) (except in the case of Securities that have a variable rate of interest, which may be redeemed at the option of the Company in whole but not in part at on any time Interest Payment Date) at a Redemption Price Price, as calculated by the Company, equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Amountsthereon, to, but excluding, the Redemption Date, if any, to the date fixed for redemption if, as a result of any a change in or amendment to the laws or any regulations or rulings promulgated thereunder of the United Mexican States (or of any political subdivision or taxing authority thereof or therein) or any change in the official application or interpretation of such lawsin, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty laws, rules or treaties affecting taxation regulations of a Relevant Jurisdiction, or any amendment to which the United Mexican States or change in an official interpretation, administration or application of such laws, rules or regulations (or such political subdivision or taxing authority) is including a partyholding by a court of competent jurisdiction), which change, execution change or amendment becomes effective or is announced on or after the Initial Issuance Date, later of the issue date of the Securities or the date a Relevant Jurisdiction becomes a Relevant Jurisdiction (i) the Company is or would be required to pay additional amounts with respect to the Notes in excess of the Additional Amounts payable on the Initial Issuance Date as described in Section 2.03, and the payment of such additional amounts cannot be avoided by the use of any reasonable measures available to the Company. Prior to the giving of notice of redemption of such Notes pursuant to this Indenture, the Company will deliver to the Trustee an Officers’ Certificate, stating that the Company is entitled to effect such redemption based on an Opinion of Counsel that the Company successor has or will become obligated to pay Additional Amounts with respect to the Securities in excess of the Additional Amounts the Company or any such additional amounts as successor would be obligated to pay if payments were subject to withholding or deduction at a result rate of 15% or at a rate of 25% in case the holder of the notes is resident in a tax haven jurisdiction for Brazilian tax purposes and (ii) such change or amendment. Such notice, once delivered obligation cannot be avoided by the Company or any successor taking reasonable measures available to it; provided, however, that for this purpose reasonable measures shall not include any change in the Company’s any successor’s jurisdiction of incorporation or organization or location of its principal executive office or registered office, as applicable. Prior to the Trusteepublication or mailing of any notice of redemption pursuant to the preceding paragraph, will the Company or any successor shall deliver to the Trustee an Officer’s Certificate to the effect that the obligation of the Company or any successor, as the case may be, to pay Additional Amounts cannot be irrevocableavoided by the Company or any successor taking reasonable measures available to it. The Company or any successor, as the case may be, shall also deliver to the Trustee an Opinion of Counsel stating that the Company or any 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 Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in Clauses (i) and (ii) of the preceding paragraph of this Section 11.08, in which event it shall be conclusive and binding on the Holders. The Company may enter into an arrangement under which the Company or a subsidiary of the Company may, in lieu of redemption by the Company, purchase for a purchase price equal to the full Redemption Price any Security to be redeemed pursuant to this Section 11.08.