Common use of Tax Redemption Clause in Contracts

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that no such notice of redemption will be given earlier than 90 days prior to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change or amendment.

Tax Redemption. Subject to the prior approval of FINMA, FINMA if then required under Swiss banking laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, and Section 3.03, the Company may at its option redeem the NotesSecurities, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes Securities being redeemed, together with accrued interest to, but excluding excluding, the Redemption Datedate of redemption, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below Securities as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that no . No such notice of redemption will be given earlier than 90 days prior to the earliest date on which it the Company or the Guarantor would be obliged to pay such Additional Amounts were a payment in respect of the notes Securities then due; provided, however, that if the Company has given delivered such notice and of redemption pursuant to this Section 3.04, but, prior to the payment of the redemption amount with respect to such redemption, a Restructuring Event occurs thereafteroccurs, but prior to of which a Responsible Officer of the tax Trustee has actual knowledge, then such redemption datenotice shall be automatically rescinded and shall be of no force and effect, such tax redemption will shall be canceledcancelled, payment of the redemption amount in respect of such redemption shall no longer be due and payable and no such redemption of the Securities shall take place. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company or Guarantor, as applicable, has or will become obligated to pay such Additional Amounts as a result of such change or amendment.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss banking laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount Principal of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes Notes as described below as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that no . No such notice of redemption will be given earlier than 90 days prior to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes Notes then due; provided, however, that if the Company has given delivered such notice and of redemption, but, prior to the payment of a redemption amount with respect to such redemption, a Restructuring Event occurs thereafteroccurs, but prior to of which a Responsible Officer of the tax Trustee has actual knowledge, then such redemption datenotice shall be automatically rescinded and shall be of no force and effect, such tax redemption will be canceled, payment of the redemption amount in respect of such redemption shall no longer be due and payable and no such redemption of the Notes shall take place. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company or Guarantor, as applicable, has or will become obligated to pay such Additional Amounts as a result of such change or amendment.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company The Securities may at its option redeem the Notesbe redeemed, in whole but not in part, at any time on the Company’s option, by the giving not less than 30 nor more than 60 days’ of notice to the Holders and the Trusteeas provided in Article III hereof, at a redemption price equal to 100% of the outstanding principal amount of the Notes being redeemedSecurities, together with accrued and unpaid interest to, but excluding to the Redemption Dateredemption date and Additional Amounts, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below any, if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland Chile or Guernseyany jurisdiction from or through which any payment under the Securities is made by or at the direction of the Company or the Guarantor, as applicable, applicable (each a “Relevant Jurisdiction”) or any political subdivision or taxing authority thereof or therein, or any change in the application official application, administration or official interpretation of such laws, regulations or rulingsrulings (including a holding by a court of competent jurisdiction) in a Relevant Jurisdiction, which or any other jurisdiction with the power to impose, levy or assess a Tax, the Company has or will become obligated to pay Excess Additional Amounts, if such change or amendment becomes effective is announced or occurs on or after the date hereof, of this Indenture and such obligation cannot be avoided by the Company taking reasonable measures available to it, ; provided that no such notice of redemption will shall be given earlier than 90 60 days prior to the earliest date on which it the Company would be obliged obligated to pay such Excess Additional Amounts Amounts, were a payment in respect of the notes Securities then due; provided. For the avoidance of doubt, however, that if reasonable measures shall include a change in the Company has given such notice and a Restructuring Event occurs thereafter, but prior to jurisdiction of the tax redemption date, such tax redemption will be canceledpaying agent. Prior to the giving of any notice of redemption of Securities pursuant to this paragraphIndenture, the Company will deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has is or at the time of the redemption will become be entitled to effect such a redemption pursuant to this Indenture and (ii) a written opinion of recognized counsel admitted to practice in the applicable Relevant Jurisdiction and independent of the Company to the effect that the Company is, or is expected to become, obligated to pay such Excess Additional Amounts as a result of such change or amendment, as described above, and setting forth in reasonable detail the circumstances giving rise to such right of redemption.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, The Securities may be redeemed as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in a whole but not in part, at the option of the Company at any time on prior to maturity, upon the giving not less than 30 nor more than 60 days’ of a notice of tax redemption to the Holders and Holders, if the TrusteeCompany determines that, at as a result of: · any change in or amendment to the principal amount laws, or any regulations or rulings promulgated under the laws of a Taxing Jurisdiction or of any political subdivision or taxing authority of or in a Taxing Jurisdiction affecting taxation, or · any change in official position regarding the application or interpretation of the Notes being redeemedlaws, together with accrued interest toregulations or rulings referred to above, but excluding which change or amendment becomes effective or, in the Redemption Datecase of a change in official position, if it is announced on or after the Guarantor has original issue date or on or after the date a successor assumes the obligation under the Security, the Company is or will become obligated to pay Additional Amounts in with respect of to the notes Securities, as described below as a result of any change inin Section 4.07; provided the Company, or amendment toin its business judgment, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and determines that such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that no . The redemption price will be specified in the terms of such Security. The redemption date and the applicable redemption price will be specified in the notice of tax redemption will be given not earlier than 90 days prior to to, and not later than 90 days after, the earliest date on which it the Company would be obliged obligated to pay such Additional Amounts were if a payment in respect of the notes then due; providedSecurities were actually due on such date and, however, that if at the Company has given time such notice and a Restructuring Event occurs thereafter, but prior to the tax notification of redemption dateis given, such tax redemption will be canceledobligation to pay such Additional Amounts remains in effect. Prior to giving the giving of any notice of redemption pursuant to this paragrapha tax redemption, the Company will deliver to the Trustee an Officers’ Certificate stating that it the Company is entitled to effect such the redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company to so redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change or amendment.

Tax Redemption. Subject If specified pursuant to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the sameSection 3.01, the Company may Canadian Securities of a series will be subject to redemption at its option redeem the Notesany time, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice a redemption price equal to the Holders and the Trustee, at the principal amount of the Notes being redeemed, thereof together with accrued and unpaid interest toto the date fixed for redemption, but excluding upon the Redemption Dategiving of a notice as described below, if it or in regard to the Guarantor has or will become obligated to pay Additional Amounts in respect of Canadian Securities (1) the notes as described below Company determines that (a) as a result of any change in, in or amendment to, to the laws (or any regulations or rulings promulgated thereunder) of Switzerland Canada or Guernseyof any political subdivision or taxing authority thereof or therein affecting taxation, as applicableor any change in position regarding application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 11.05 or (b) on or after a date specified pursuant to Section 3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above, whether or not such action was taken or decision was rendered with respect to the Company, or any change change, amendment, application or interpretation shall be proposed, which, in any such case, in the application or official interpretation opinion of Counsel to the Company, will result in the Company becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such lawsseries and (2) in any such case, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and Company in its business judgment determines that such obligation cannot be avoided by the Company taking use of reasonable measures available to itthe Company; provided, provided however, that (i) no such notice of redemption will may be given earlier than 90 days prior to the earliest date on which it the Company would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes Securities then due; provided, however, that if and (ii) at the Company has given time such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption pursuant to this paragraphis given, the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated obligation to pay such Additional Amounts as remains in effect. In the event that the Company elects to redeem the Canadian Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a result of such change or amendment.certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Canadian Securities pursuant to their terms. ARTICLE THIRTEEN SINKING FUNDS

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, (i) If at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below as a result of a Change in Tax Law or Change in Listing Status the Company has (or on the next Interest Payment Date or on the Maturity Date would) become obligated to make any change in, Additional Payments in respect of any payment or amendment todelivery to a Holder on account of any of the Notes held by that Holder, the laws Company has the right, at its election upon giving a Notice of Redemption to the affected Holder(s) pursuant to Section 16.02 of this Indenture, to redeem all, but not less than all, of the affected Notes held by such Holder(s) for a cash price equal to the Redemption Price and all additional amounts (if any) required to be paid or delivered to that Holder pursuant to Section 18.17(a)(ii) then due and that will become due on such Redemption Date as a result of the Tax Redemption (as defined below) or otherwise (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is prior to the Redemption Date and additional amount required to be paid or delivered to a holder of any regulations or rulings promulgated thereunderNote pursuant to Section 18.17(a)(ii) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in respect thereof) (a “Tax Redemption”). The Company may not elect to redeem Notes pursuant to this Subsection 18.17(b) unless the application or official interpretation of Company has delivered to the Trustee (x) an Officer’s Certificate attesting that the obligation to pay such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation additional amounts cannot reasonably be avoided by the Company taking reasonable measures available to itit (such measures to include, provided that no such notice of redemption will be given earlier than 90 days prior without limitation, to the earliest date on which it would be obliged extent reasonable in the circumstances, using reasonable endeavours to pay such Additional Amounts were a payment in respect cause the Notes to become listed (within the meaning of section 000, Xxxxxx Xxxxxxx Income Tax Act 2007) and “quoted” (within the meaning of Section 64 of the notes then due; providedTaxes Consolidation Act 1997) on another “recognised stock exchange” (within the meaning of section 0000, however, that if Xxxxxx Xxxxxxx Income Tax Xxx 0000 and Section 64 of the Company has given such notice Taxes Consolidation Act 1997)) and a Restructuring Event occurs thereafter, but prior to the (y) an Opinion of Counsel from independent tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that there has been such a Change in Tax Law or Change in Listing Status. The Trustee will be entitled to accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the Company has or satisfaction of the conditions precedent described above, without further inquiry, in which event it will become obligated to pay such Additional Amounts as a result of such change or amendmentbe conclusive and binding on the Holders.

Tax Redemption. Subject to If (a) the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Issuer or any Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has becomes or will become obligated to pay Additional Amounts with respect to any Notes or any Guarantee (as described in respect Section 4.19 of the notes as described below Indenture) as a result of (1) any change in, or amendment to, the laws laws, treaties (or any including protocols), regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulingsa Relevant Tax Jurisdiction, which change or amendment is first publicly announced and becomes effective on or after the date hereofIssue Date (or, if the Relevant Tax Jurisdiction did not become a Relevant Tax Jurisdiction until a later date, after such later date) or (2) any change in the official interpretation or application of the laws, treaties (including protocols), regulations or rulings of a Relevant Tax Jurisdiction (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change is first publicly announced and becomes effective after the Issue Date (or, if the Relevant Tax Jurisdiction did not become a Relevant Tax Jurisdiction until a later date, after such later date), and (b) such obligation cannot be avoided by the Company Issuer’s taking reasonable measures available to itthe Issuer or any Guarantor (provided that changing the jurisdiction of the Issuer or any Guarantor is not a reasonable measure for this purpose), the Issuer may at its option, having given not less than 30 days’ notice to the holders of such Notes (which notice shall be irrevocable), redeem all, but not a portion of, the Notes at any time a price equal to their principal amount plus interest accrued to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), provided that no such notice of redemption will shall be given earlier than 90 60 days prior to the earliest date on which it the Issuer or any Guarantor would be obliged to pay such Additional Amounts were a payment in respect of the notes Notes then due); providedand provided further that in the case of a Guarantor, however, that no redemption shall be permitted under this section if the Company has given such notice and a Restructuring Event occurs thereafter, but prior Issuer or any other Guarantor can make payments on the Notes without the obligation to the tax redemption date, such tax redemption will be canceledpay Additional Amounts. Prior to the giving publication or, where relevant, mailing of any notice of redemption pursuant to this paragraph, the Company will Issuer shall deliver to the Trustee (i) an Officersofficers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement certificate of facts showing the Issuer certifying that the conditions precedent to its right to redeem have occurredrequirements described in clauses (a) and (b) above are satisfied, and (ii) an opinion of an independent counsel of recognized standing to the effect that the Company Issuer or any Guarantor has or will become obligated obliged to pay such Additional Amounts as a result of such a change or amendmentamendment described in clause (a) above. The Trustee shall accept, and will be entitled to conclusively rely on, such officer’s certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions described in clauses (a) and (b) above, and upon such acceptance by the Trustee the Issuer will be entitled to give notice of redemption hereunder and such notice of redemption will be conclusive and binding on the holders of the Notes.

Tax Redemption. Subject to The Notes may be redeemed, at the prior approval option of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesCompany, in whole but not in part, at any time on upon giving not less than 30 15 nor more than 60 days’ written notice to the Holders and the Trustee(which notice shall be irrevocable) in accordance with Section 3.4 hereof, at a redemption price equal to 100% of the principal amount of thereof, plus accrued and unpaid interest, if any, to the Notes being redeemed, together with accrued interest to, but excluding date fixed by the Company for redemption (the “Tax Redemption Date”) if, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below as a result of (a) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of Switzerland a Relevant Taxing Jurisdiction affecting taxation (including a proposed change or Guernseyamendment that, if enacted, will be effective prior to the enactment date); or (b) any change in the existing official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application, administration or interpretation is announced or becomes effective on or after the Issue Date, the Company or any Guarantor, as applicablethe case may be, is, or on the next interest payment date would be, required to pay any Additional Amounts with respect to any payment due or becoming due under the Notes or this Indenture and such requirement cannot be avoided by the taking of reasonable measures by the Company or a Guarantor, as determined in good faith by the relevant Board of Directors. Prior to the publication and mailing of any notice of redemption of the notes pursuant to this Section 3.5, the Company will deliver to the Trustees an Opinion of Counsel reasonably acceptable to the Trustees and setting forth in reasonable detail the circumstances giving rise to such right of redemption pursuant to clause (a) or (b) above. The provisions described under this Section 3.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Company is organized or any political subdivision or taxing authority or agency thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation cannot be avoided by the Company taking reasonable measures available to it, provided . Any Notes that no such notice of redemption will be given earlier than 90 days prior to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption are redeemed pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change or amendmentSection 3.5 shall be cancelled.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesThe Notes are redeemable, in whole but not in part, at the option of the Company at any time on giving time, upon not less than 30 nor more than 60 days’ notice prior written notice, mailed by first class mail to each Holder at its last address appearing in the Holders and the Trustee, Security Register at 100% of the principal amount of the Notes being redeemed, together with thereof plus accrued and unpaid interest to, but excluding thereon to the Redemption Date, if it the Company or the any Guarantor has is or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes or the Guarantees, any Additional Amounts in respect of the notes as described below as a result of any a change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicableany Taxing Authority, or any political subdivision or taxing authority thereof or thereinchanges in, or amendment to, any change in official position regarding the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective is announced on or after the date hereofIssue Date; provided, and that the Company or such Guarantor determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Company or such Guarantor (not including substitution of the obligor under the Notes); and provided, provided further, that (i) no such notice of redemption will may be given earlier than 90 days prior to the earliest date on which it the Company or such Guarantor would but for such redemption be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if or later than 270 days after the Company has given or such Guarantor first becomes liable to pay any Additional Amounts as a result of any changes in or amendments to laws, regulations or official positions described above and (ii) at the time such notice and a Restructuring Event occurs thereafteris given, but prior the Company’s or such Guarantor’s obligation to the tax redemption date, pay such tax redemption will be canceledAdditional Amounts remains in effect. Prior to the giving publication of any notice of redemption pursuant to this paragraphprovision, the Company will deliver to the Trustee (a) an Officers’ Officer’s Certificate stating that it the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company so to redeem have occurred, occurred and (b) an opinion Opinion of independent counsel Counsel qualified under the laws of recognized standing the relevant jurisdiction to the effect that the Company or such Guarantor has or will likely become obligated to pay such Additional Amounts as a result of such amendment or change or amendmentas described above.

Tax Redemption. Subject (a) The Notes of any Holder will be subject to the prior approval of FINMAredemption as a whole, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at the option of the Company (a "Tax Redemption") at any time on giving upon not less than 30 nor more than 60 days’ ' notice mailed to the Holders and the Trusteesuch Holder of Notes to be redeemed, at 100% of the principal amount of the Notes being redeemed, together with accrued interest to, but excluding thereof on the Redemption Date, plus accrued and unpaid interest, if it any, to the Redemption Date, in the event the Company or the any Guarantor has become or will become would be obligated to pay pay, on any date on which any amount would be payable with respect to such Notes or any Guarantee, any Additional Amounts in respect of the notes as described below as a result of any change in, in or amendment toto the laws, the laws policies or treaties (including any regulation or any regulations or rulings ruling promulgated thereunder) of Switzerland or Guernsey, as applicable, the United States of America or any political subdivision jurisdiction in which any Guarantor is incorporated (or any prefecture, territory or taxing authority thereof or therein), or any change in or amendment to any official position or administration or assessing practices regarding the application or official interpretation of such laws, regulations policies, treaties, rulings or rulingsregulations, which change or amendment is announced or becomes effective on of after November 17, 1999; provided, however, that (i) no notice or after the date hereof, and such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that no such notice of redemption will shall be given earlier than 90 60 days prior to the earliest date on which it the Company or such Guarantor would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes Notes then due, (ii) if the Company elects to exercise its Tax Redemption option, it shall consummate any such Tax Redemption within 180 days following the date on which the amount to which the payment of such Additional Amounts relates would be payable to such Holder and (iii) upon the exercise by the Company of its Tax Redemption option at any time such that, after giving effect to the exercise of such Tax Redemption option, less than a majority of the aggregate principal amount of the Notes originally issued remains outstanding (the "Tax Redemption Offer Triggering Event"), prior to the consummation of such Tax Redemption the Company shall make an offer to purchase from all Holders (the "Tax Redemption Offer"), upon not less than 30 nor more than 60 days' notice, the Notes of such Holders at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (the "Tax Redemption Offer Purchase Price"); provided, howeverfurther, that if the Company has given such notice and a Restructuring Event occurs thereafterthat, but prior to the tax redemption dateany such Tax Redemption, such tax redemption will be canceled. Prior to the giving of any notice of redemption pursuant to this paragraph, (i) the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement copy of facts showing that the conditions precedent to its right to redeem have occurred, and an written opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change change, amendment, administration, application or amendmentinterpretation and (ii) the Company will use reasonable efforts to cause the reduction or elimination of the obligation to pay any such Additional Amounts.

Tax Redemption. Subject to If (a) the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Issuer or any Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has becomes or will become obligated to pay Additional Amounts in with respect of the notes to any Notes or any Guarantee (as described below under Section 4.19) as a result of (1) any change in, or amendment to, the laws laws, treaties (or any including protocols), regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulingsa Relevant Tax Jurisdiction, which change or amendment is first publicly announced and becomes effective on or after the date hereofIssue Date (or, if the Relevant Tax Jurisdiction did not become a Relevant Tax Jurisdiction until a later date, after such later date) or (2) any change in the official interpretation or application of the laws, treaties (including protocols), regulations or rulings of a Relevant Tax Jurisdiction (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change is first publicly announced and becomes effective after the Issue Date (or, if the Relevant Tax Jurisdiction did not become a Relevant Tax Jurisdiction until a later date, after such later date), and (b) such obligation cannot be avoided by the Company Issuer’s taking reasonable measures available to itthe Issuer or any Guarantor (provided that changing the jurisdiction of the Issuer or any Guarantor is not a reasonable measure for this purpose), the Issuer may at its option, having given not less than 30 days’ notice to the holders of such Notes (which notice shall be irrevocable), redeem all, but not a portion of, the Notes at any time a price equal to their principal amount plus interest accrued to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), provided that no such notice of redemption will shall be given earlier than 90 60 days prior to the earliest date on which it the Issuer or any Guarantor would be obliged to pay such Additional Amounts were a payment in respect of the notes Notes then due); providedand provided further that in the case of a Guarantor, however, that no redemption shall be permitted under this Section 3.07(e) if the Company has given such notice and a Restructuring Event occurs thereafter, but prior Issuer or any other Guarantor can make payments on the Notes without the obligation to the tax redemption date, such tax redemption will be canceledpay Additional Amounts. Prior to the giving publication or, where relevant, mailing of any notice of redemption pursuant to this paragraph, the Company will Issuer shall deliver to the Trustee (i) an Officersofficers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement certificate of facts showing the Issuer certifying that the conditions precedent to its right to redeem have occurredrequirements described in clauses (a) and (b) of this Section 3.07(e) are satisfied, and (ii) an opinion of an independent counsel of recognized standing to the effect that the Company Issuer or any Guarantor has or will become obligated obliged to pay such Additional Amounts as a result of such a change or amendmentamendment described in clause (a) of this Section 3.07(e). The Trustee shall accept, and will be entitled to conclusively rely on, such officers’ certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions described in clauses (a) and (b) of this Section 3.07(e), and upon such acceptance by the Trustee the Issuer will be entitled to give notice of redemption hereunder and such notice of redemption will be conclusive and binding on the holders of the Notes.

Tax Redemption. Subject to The Notes may be redeemed, at the prior approval option of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesIssuer, in whole but not in part, at any time on upon giving not less than 30 15 nor more than 60 days’ written notice to the Holders and the Trustee(which notice shall be irrevocable) in accordance with Section 3.4 hereof, at a redemption price equal to 100% of the principal amount thereof on the date of the Notes being redeemedredemption, together with plus accrued interest to, but excluding the Redemption Dateand unpaid interest, if it any, to but not including the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) in the event the Issuer, the Company or the any Subsidiary Guarantor has become or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below as a result of any (1) a change in, in or an amendment to, to the laws (or including any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, a Relevant Taxing Jurisdiction (or any political subdivision or taxing authority thereof or therein, ) or the official entry or any change in the official application or official interpretation of such laws, regulations laws or rulingsregulations; or (2) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced or becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction has changed since the Issue Date, the date hereof, on which such jurisdiction became a Relevant Taxing Jurisdiction) and it cannot avoid such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that no such . Before the Issuer delivers notice of redemption will be given earlier than 90 days prior to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; providedNotes as described above, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company it will deliver to the Trustee an Officers’ Officer’s Certificate stating to the effect that it is entitled cannot avoid its obligation to effect such redemption and setting forth a statement of facts showing that the conditions precedent pay Additional Amounts by taking reasonable measures available to its right to redeem have occurred, and it. The Issuer will also deliver an opinion of independent legal counsel of recognized standing to the effect stating that the Company has or will become it would be obligated to pay such Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such change laws or amendmentregulations. The provisions described under this Section 3.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein. Any Notes that are redeemed pursuant to this Section 3.5 shall be cancelled.

Tax Redemption. Subject to The Notes may be redeemed, at the prior approval option of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesCompany, in whole but not in part, at any time on upon giving not less than 30 nor more than 60 days’ written notice to the Holders and the Trustee(which notice shall be irrevocable) in accordance with Section 3.4 hereof, at a redemption price equal to 100% of the principal amount of thereof, plus accrued and unpaid interest, if any, to the Notes being redeemed, together with accrued interest to, but excluding date fixed by the Company for redemption (the ‘‘Tax Redemption Date’’) if, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below as a result of (a) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of Switzerland a Relevant Taxing Jurisdiction affecting taxation or Guernsey(b) any change in the existing official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application, administration or interpretation is announced or becomes effective on or after the Issue Date, the Company or any Subsidiary Guarantor, as applicablethe case may be, is, or on the next interest payment date would be, required to pay any Additional Amounts with respect to any payment due or becoming due under the Notes or this Indenture and such requirement cannot be avoided by the taking of reasonable measures by the Company or a Subsidiary Guarantor, as determined in good faith by the relevant Board of Directors. Prior to the publication and mailing of any notice of redemption of the notes pursuant to this Section 3.5, the Company will deliver to the Trustees an Opinion of Counsel reasonably acceptable to the Trustees and setting forth in reasonable detail the circumstances giving rise to such right of redemption pursuant to clause (a) or (b) above. The provisions described under this Section 3.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Company is organized or any political subdivision or taxing authority or agency thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation cannot be avoided by the Company taking reasonable measures available to it, provided . Any Notes that no such notice of redemption will be given earlier than 90 days prior to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption are redeemed pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change or amendmentSection 3.5 shall be cancelled.

Tax Redemption. Subject The Securities of any series may be redeemed, subject to any other terms set forth herein and in the prior approval of FINMA, if then required under Swiss laws Board Resolution or supplemental indenture pursuant to Section 3.01 and regulations applicable to the Guarantor from time to timein such Securities, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in a whole but not in part, at any time on giving the option of the Issuer, upon not less than 30 nor more than 60 days’ notice to the Holders Senior Trustee for such series of Securities and the TrusteeHolders of such Securities in writing, at a Redemption Price equal to 100% of the principal amount thereof (or, if the context so requires, such lesser amount in the case of the Notes being redeemedDiscounted Securities) (and premium, if any, thereon), together with accrued interest and unpaid interest, if any, thereon to, but excluding excluding, the Redemption Date, if it or the Guarantor has or will become obligated to pay and any Additional Amounts in respect thereon upon the occurrence of the notes as described below as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that no Tax Event. Any such notice of redemption will shall be given earlier than 90 days prior to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledirrevocable. Prior to the giving redemption of any series of Securities following the occurrence of a Tax Event, the Issuer shall be required, before it gives a notice of redemption pursuant redemption, to this paragraph, the Company will deliver to the Senior Trustee an Officers’ Certificate stating that it all conditions precedent to such redemption have been complied with and an Opinion of Counsel concluding that in the opinion of such counsel a Tax Event has occurred and the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to exercise its right of redemption in accordance with the terms of the Securities. If the Issuer provides an Opinion of Counsel in the appropriate jurisdiction, dated as of the date of the relevant event referred to redeem have occurredin the preceding paragraph, that no obligation to pay any Additional Amount aforesaid arises, then that Opinion of Counsel shall be final and an opinion binding, solely for purposes of independent counsel such paragraph, on the Issuer, the Senior Trustee and the Holders of recognized standing the Securities of any such series as to the effect that law of the Company has or will become obligated to pay such Additional Amounts as a result relevant jurisdiction at the date of such change or amendment.Opinion of Counsel. ARTICLE TWELVE

Tax Redemption. Subject to The Notes may be redeemed, at the prior approval option of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesIssuer, in whole but not in part, at any time on upon giving not less than 30 15 nor more than 60 days’ written notice to the Holders and the Trustee(which notice shall be irrevocable) in accordance with Section 3.4 hereof, at a redemption price equal to 100% of the principal amount of thereof, plus accrued and unpaid interest, if any, to the Notes being redeemed, together with accrued interest to, but excluding date fixed by the Company for redemption (the ‘‘Tax Redemption Date’’) if, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below as a result of (a) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of Switzerland a Relevant Taxing Jurisdiction affecting taxation (including a proposed change or Guernseyamendment that, if enacted, will be effective prior to the enactment date) or (b) any change in the existing official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application, administration or interpretation is announced or becomes effective on or after the Issue Date, the Issuer, the Company or any Subsidiary Guarantor, as applicablethe case may be, is, or on the next interest payment date would be, required to pay any Additional Amounts with respect to any payment due or becoming due under the Notes or this Indenture and such requirement cannot be avoided by the taking of reasonable measures by the Issuer, the Company or a Subsidiary Guarantor, as determined in good faith by the relevant Board of Directors. Prior to the publication and mailing of any notice of redemption of the notes pursuant to this Section 3.5, the Issuer will deliver to the Trustees an Opinion of Counsel reasonably acceptable to the Trustees and setting forth in reasonable detail the circumstances giving rise to such right of redemption pursuant to clause (a) or (b) above. The provisions described under this Section 3.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation cannot be avoided by the Company taking reasonable measures available to it, provided . Any Notes that no such notice of redemption will be given earlier than 90 days prior to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption are redeemed pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change or amendmentSection 3.5 shall be cancelled.

Tax Redemption. Subject to The Notes of a Series may be redeemed, at the prior approval option of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesIssuer, in whole but not in part, at any time on upon giving not less than 30 nor more than 60 days’ written notice to the Holders and the Trusteeof such Series (which notice shall be irrevocable) in accordance with Section 3.4 hereof, at a redemption price equal to 100% of the principal amount thereof on the date of the Notes being redeemedredemption, together with plus accrued interest to, but excluding the Redemption Dateand unpaid interest, if it any, to but not including the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) in the event the Issuer, the Company or the any Subsidiary Guarantor has become or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes of such Series, any Additional Amounts in respect of the notes as described below as a result of any (1) a change in, in or an amendment to, to the laws (or including any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, a Relevant Taxing Jurisdiction (or any political subdivision or taxing authority thereof or therein, ); or (2) any change in or amendment to any official position regarding the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment is announced or becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction has changed since the Issue Date, the date hereof, on which such jurisdiction became a Relevant Taxing Jurisdiction) and it cannot avoid such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that no such . Before the Issuer publishes or mails notice of redemption will be given earlier than 90 days prior to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; providedNotes of the applicable Series as described above, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company it will deliver to the Trustee an Officers’ Officer’s Certificate stating to the effect that it is entitled cannot avoid its obligation to effect such redemption and setting forth a statement of facts showing that the conditions precedent pay Additional Amounts by taking reasonable measures available to its right to redeem have occurred, and it. The Issuer will also deliver an opinion of independent legal counsel of recognized standing to the effect stating that the Company has or will become it would be obligated to pay such Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such change laws or amendmentregulations. The provisions described under this Section 3.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein. Any Notes that are redeemed pursuant to this Section 3.5 shall be cancelled.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesThe Notes are redeemable, in whole but not in part, at the option of the Company at any time on giving time, upon not less than 30 nor more than 60 calendar days’ notice ' prior written notice, mailed by first class mail to each Holder at its last address appearing in the Holders and register of Notes maintained by the TrusteeRegistrar, at 100% of the principal amount of the Notes being redeemedthereof, together with plus accrued and unpaid interest to, but excluding thereon to the Redemption Date, if it the Company or the any Guarantor has is or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes or the Guarantees, any Additional Amounts in respect of the notes as described below as a result of any a change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicableany Taxing Jurisdiction, or any political subdivision or taxing authority thereof or thereinchanges in, or amendment to, any change in official position regarding the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective is announced on or after the date hereofIssue Date; provided that the Company or such Guarantor determines, and in its business judgment, that the obligation to pay such obligation Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Company or such Guarantor (not including substitution of the obligor under the Notes); and provided, provided further, that (i) no such notice of redemption will may be given earlier than 90 days prior to the earliest date on which it the Company or such Guarantor would but for such redemption be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if or later than 270 days after the Company has given or such Guarantor first becomes liable to pay any Additional Amounts as a result of any changes in or amendments to laws, regulations or official positions described above and (ii) at the time such notice and a Restructuring Event occurs thereafteris given, but prior the Company's or such Guarantor's obligation to the tax redemption date, pay such tax redemption will be canceledAdditional Amounts remains in effect. Prior to the giving publication of any notice of redemption pursuant to this paragraphprovision, the Company will deliver to the Trustee trustee (a) an Officers’ ' Certificate stating that it the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company so to redeem have occurred, occurred and (b) an opinion of independent legal counsel qualified under the laws of recognized standing the relevant jurisdiction to the effect that the Company or such Guarantor has or will become obligated to pay such Additional Amounts as a result of such amendment or change or amendmentas described above.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, (x) If at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below as a result of a Change in Tax Law or Change in Listing Status the Company has (or on the next Interest Payment Date or on the Maturity Date would) become obligated to make any change in, Additional Payments in respect of any payment or amendment todelivery to a Holder on account of any of the Notes held by that Holder, the laws Company has the right, at its election upon giving a Notice of Redemption to the affected Holder(s) pursuant to Section 16.02 of this Indenture, to redeem all, but not less than all, of the affected Notes held by such Holder(s) for a cash price equal to the Redemption Price and 163 all additional amounts (if any) required to be paid or delivered to that Holder pursuant to Section 18.17(a)(ii) then due and that will become due on such Redemption Date as a result of the Tax Redemption (as defined below) or otherwise (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is prior to the Redemption Date and additional amount required to be paid or delivered to a holder of any regulations or rulings promulgated thereunderNote pursuant to Section 18.17(a)(ii) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in respect thereof) (a “Tax Redemption”). The Company may not elect to redeem Notes pursuant to this Subsection 18.17(b) unless the application or official interpretation of Company has delivered to the Trustee (x) an Officer’s Certificate attesting that the obligation to pay such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation additional amounts cannot reasonably be avoided by the Company taking reasonable measures available to itit (such measures to include, provided that no such notice of redemption will be given earlier than 90 days prior without limitation, to the earliest date on which it would be obliged extent reasonable in the circumstances, using reasonable endeavours to pay such Additional Amounts were a payment in respect cause the Notes to become listed (within the meaning of section 000, Xxxxxx Xxxxxxx Income Tax Act 2007) and “quoted” (within the meaning of Section 64 of the notes then due; providedTaxes Consolidation Act 1997) on another “recognised stock exchange” (within the meaning of section 0000, however, that if Xxxxxx Xxxxxxx Income Tax Xxx 0000 and Section 64 of the Company has given such notice Taxes Consolidation Act 1997)) and a Restructuring Event occurs thereafter, but prior to the (y) an Opinion of Counsel from independent tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that there has been such a Change in Tax Law or Change in Listing Status. The Trustee will be entitled to accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the Company has or satisfaction of the conditions precedent described above, without further inquiry, in which event it will become obligated to pay such Additional Amounts as a result of such change or amendmentbe conclusive and binding on the Holders.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesThe Notes are redeemable, in whole but not in part, at the option of the Company at any time on giving time, upon not less than 30 nor more than 60 days’ notice ' prior written notice, mailed by first class mail to each Holder at its last address appearing in the Holders and register of Notes maintained by the Trustee, Security Registrar at 100% of the principal amount of the Notes being redeemed, together with thereof plus accrued and unpaid interest to, but excluding thereon to the Redemption Date, if it the Company or the any Guarantor has is or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes or the Guarantees, any Additional Amounts in respect of the notes as described below as a result of any a change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicableany Taxing Authority, or any political subdivision or taxing authority thereof or thereinchanges in, or amendment to, any change in official position regarding the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective is announced on or after the date hereofIssue Date; provided that the Company or such Guarantor determines, and in its business judgment, that the obligation to pay such obligation Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Company or such Guarantor (not including substitution of the obligor under the Notes); and provided, provided further, that (i) no such notice of redemption will may be given earlier than 90 days prior to the earliest date on which it the Company or such Guarantor would but for such redemption be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if or later than 270 days after the Company has given or such Guarantor first becomes liable to pay any Additional Amounts as a result of any changes in or amendments to laws, regulations or official positions described above and (ii) at the time such notice and a Restructuring Event occurs thereafteris given, but prior the Company's or such Guarantor's obligation to the tax redemption date, pay such tax redemption will be canceledAdditional Amounts remains in effect. Prior to the giving publication of any notice of redemption pursuant to this paragraphprovision, the Company will deliver to the Trustee (a) an Officers’ Officer's Certificate stating that it the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company so to redeem have occurred, occurred and (b) an opinion of independent legal counsel qualified under the laws of recognized standing the relevant jurisdiction to the effect that the Company or such Guarantor has or will become obligated to pay such Additional Amounts as a result of such amendment or change or amendmentas described above.

Tax Redemption. Subject to the prior approval of FINMAThe Issuer may redeem all, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in partless than all, of the Notes at any time on giving not less than 30 nor more than 60 days’ notice to at 100% of the Holders and the Trustee, at the aggregate principal amount of the Notes being redeemedNotes, together with accrued and unpaid interest to, but excluding excluding, the Redemption Dateapplicable redemption date, if it the Issuer or the any Guarantor is, has become or will become would be- come obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below or Reimbursement Payments as a result of any change in, in or amendment to, to the laws (including any rules or regulations promulgated thereunder or any regulations treaties or rulings promulgated thereunderrulings) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, or any change in the application or amendment to any official application, administration or interpretation of such laws, regulations rules, regulations, treaties or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction), in each case, which change or amendment is officially announced by such Taxing Jurisdiction and becomes effective on or after the date hereofof the Offering Memorandum (or, and in the case of a Taxing Jurisdiction that did not become a Taxing Jurisdiction until after the Issue Date, on or after the later date on which such obligation cannot be avoided by Taxing Jurisdiction became a Taxing Jurisdiction under this Indenture) (each such change or amendment, a “Change in Tax Law”). Notwithstanding the Company taking reasonable measures available to itforegoing, provided that no such notice of any such redemption will be given earlier than 90 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledAmounts. Prior to the giving of any notice of redemption of Notes pursuant to this paragraph, the Company Issuer will deliver de- liver to the Trustee (a) an Officers’ Certificate stating that it the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Issuer so to redeem have occurredoccurred and that the obligation to pay Additional Amounts cannot be avoided by the taking of reasonable measures by the Issuer or the applicable Guarantor (for the avoidance of doubt, including, in the case of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes), and an (b) a written opinion of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Company Issuer or the applicable Guarantor is, has become or will would become obligated to pay such Additional Amounts as a result of such change or amendmentChange in Tax Law.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, (a) The Secured Notes will be redeemed in whole but not in partpart (any such redemption, a “Tax Redemption”) at any time on giving not less than 30 nor more than 60 days’ notice the written direction (delivered to the Holders Issuer, the Trustee and the Trustee, at the principal amount Collateral Manager) of a Majority of the Subordinated Notes being redeemedon any Payment Date (or, together with accrued interest tothe consent of the Collateral Manager, but excluding any Business Day) following the Redemption Date, if it occurrence and continuation of a Tax Event (I) with respect to payments under one or more Collateral Obligations or Hedge Agreements forming part of the Guarantor has Assets that results or will become obligated to pay Additional Amounts in respect of the notes as described below as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application nonpayment of 5.0% or official interpretation more of such laws, regulations Scheduled Distributions for any Collection Period or rulings, which change (II) resulting in a tax or amendment becomes effective “gross-up” burden on or after the date hereof, and such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that no such notice Issuer in an aggregate amount in any Collection Period in excess of redemption will be given earlier than 90 days prior to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then dueU.S.$1,000,000; provided, however, that if the Company has given such notice and a Restructuring Tax Event occurs thereafterand is continuing because the Issuer is subject to withholding tax under FATCA, but prior then holders of Notes that have failed to provide the tax redemption dateIssuer or its agents with correct, complete and accurate information requested by the Issuer to avoid such tax redemption withholding tax, or whose ownership of Notes otherwise caused the Issuer to be subject to such withholding tax, will not be considered in determining whether a Majority of the Subordinated Notes have directed a Tax Redemption. In connection with any such redemption, each Class of Secured Notes will be canceledredeemed at the applicable Redemption Price and all Secured Notes to be redeemed must be redeemed simultaneously. Prior to the giving (b) [Reserved] (c) Upon its receipt of any notice of redemption pursuant to this paragraphsuch written direction directing a Tax Redemption, the Company will deliver to Trustee shall promptly notify the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption Collateral Manager, the Holders, each Hedge Counterparty and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change or amendmentRating Agency thereof.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, The Notes are redeemable for cash at the principal amount Issuers’ option prior to their maturity in the event of certain changes in the tax laws of a Taxing Jurisdiction after the date of issuance of the Notes being redeemed(or, together with accrued interest to, but excluding in the Redemption Date, if it or the Guarantor has or will become obligated to pay case of Additional Amounts in respect payable by a Successor Person, after six months after the date on which that Successor Person became such pursuant to applicable provisions of the notes Indenture (such date, a “Successor Date”), provided such changes in tax laws were not announced on or prior to such Successor Date) as described below specified below. If, as a result of any change in, or amendment to, the laws (or including any regulations or rulings promulgated thereunder) and treaties of Switzerland or Guernsey, as applicablea Taxing Jurisdiction, or any political subdivision amendment to or taxing authority thereof or therein, or any change in any official position concerning the interpretation, administration or application or official interpretation of such laws, treaties, regulations or rulingsrulings (including a holding, judgment or order by a court of competent jurisdiction or any action taken by a taxing authority which action is generally applied or is taken with respect to the Issuers or the Company), which change change, amendment, application or amendment interpretation is proposed and becomes effective on or after the date hereofof issuance of the Notes (or, in the case of Additional Amounts payable by a Successor Person, after six months after the Successor Date, provided such changes in tax laws were not announced on or prior to such Successor Date), the Issuers, the Company, the Subsidiary Note Guarantors or a Successor Person has or would become obligated to pay to the Holder of any Notes Additional Amounts, and such obligation obligations cannot be avoided by the Company Issuers, the Company, the Subsidiary Note Guarantors or a Successor Person, as applicable, taking commercially reasonable measures (consistent with practices and interpretations generally followed or in effect at the time such measures could be taken) available to it, provided that no such notice of redemption will be given earlier then the Issuers may, at their option, redeem the Notes in whole but not in part, upon not less than 30 days’ and not more than 90 days prior days’ notice mailed by first-class mail to the earliest date on which it would be obliged each Holder’s registered address, at a redemption price equal to pay such Additional Amounts were a payment in respect 100% of the notes then due; providedNotes’ aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts, howeverif any, that if on such Notes, to but excluding the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to For the giving avoidance of any notice of redemption pursuant to this paragraphdoubt, the Company will deliver Notes shall not be redeemable under this paragraph because the Notes have not been listed or fail to remain listed on the Trustee an Officers’ Certificate stating Irish Stock Exchange, unless such failure is caused by a change in tax law that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts otherwise could serve as a result basis for redemption of such change or amendmentthe Notes under this Tax Redemption provision.

Tax Redemption. Subject to the prior approval of FINMAThe Company may, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option option, redeem the Notes, in whole but not in part, at any time on giving time, upon not less than 30 nor more than 60 days’ notice prior written notice, mailed by first class mail to each Holder at its last address appearing in the Holders and register maintained by the TrusteeRegistrar of Notes, at 100% of the principal amount of the Notes being redeemed, together with thereof plus accrued and unpaid interest to, but excluding thereon to the Redemption Date, if it the Company or the any Guarantor has is or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes or the Subsidiary Guarantees, any Additional Amounts in respect of the notes as described below as a result of any a change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, or any change in in, or amendment to, any administrative or other official position regarding the application or official interpretation of such laws, regulations or rulingsrules (including, without limitation, a ruling by a court of competent jurisdiction), which change or amendment becomes effective is announced on or after the date hereofIssue Date; provided that the Company or such Guarantor determines, and in its business judgment, that the obligation to pay such obligation Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Company or such Guarantor, provided not including substitution of the obligor under the Notes; and provided, further, that (i) no such notice of redemption will may be given earlier than 90 days prior to the earliest date on which it the Company or such Guarantor would but for such redemption be obliged obligated to pay such Additional Amounts were as a payment result of any changes in respect of or amendments to laws, regulations or official positions described above and (ii) at the notes then due; provided, however, that if the Company has given time such notice and a Restructuring Event occurs thereafteris given, but prior the Company’s or such Guarantor’s obligation to the tax redemption date, pay such tax redemption will be canceledAdditional Amounts remains in effect. Prior to the giving publication of any notice of redemption pursuant to this paragraphprovision, the Company will deliver to the Trustee (a) an Officers’ Certificate stating that it the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company so to redeem have occurred, occurred and (b) an opinion Opinion of independent counsel Counsel qualified under the laws of recognized standing the relevant jurisdiction to the effect that the Company or such Guarantor has or will become obligated to pay such Additional Amounts as a result of such amendment or change or amendmentas described above.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesThe Notes are redeemable, in whole but not in part, at the option of the Company at any time on giving time, upon not less than 30 nor more than 60 calendar days’ notice ' prior written notice, mailed by first class mail to each Holder at its last address appearing in the Holders and register maintained by the TrusteeRegistrar of Notes, at 100% of the principal amount of the Notes being redeemedthereof, together with plus accrued and unpaid interest to, but excluding thereon to the Redemption Date, if it the Company or the any Guarantor has is or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below as a result of any a change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicableany Taxing Authority, or any political subdivision or taxing authority thereof or thereinchanges in, or amendment to, any change in official position regarding the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment is announced or becomes effective on or after the date hereofIssue Date; PROVIDED that the Company or such Guarantor determines, and in its business judgment, that the obligation to pay such obligation Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Company or such Guarantor (not including substitution of the obligor under the Notes); and PROVIDED, provided FURTHER, that (i) no such notice of redemption will may be given earlier than 90 days prior to the earliest date on which it the Company or such Guarantor would but for such redemption be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if or later than 270 days after the Company has given or such Guarantor first becomes liable to pay any Additional Amounts as a result of any changes in or amendments to laws, regulations or official positions described above and (ii) at the time such notice and a Restructuring Event occurs thereafteris given, but prior the Company's or such Guarantor's obligation to the tax redemption date, pay such tax redemption will be canceledAdditional Amounts remains in effect. Prior to the giving publication of any notice of redemption pursuant to this paragraphprovision, the Company will deliver to the Trustee trustee (a) an Officers’ ' Certificate stating that it the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company so to redeem have occurred, occurred and (b) an opinion of independent legal counsel qualified under the laws of recognized standing the relevant jurisdiction to the effect that the Company or such Guarantor has or will become obligated to pay such Additional Amounts as a result of such amendment or change or amendmentas described above.

Tax Redemption. Subject to the prior approval of FINMAThe Company, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option option, shall have the right to redeem the Notes, in whole but not in part, at any time on giving not less part (other than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below as a result of any change ina Holder having delivered a Notice of Election), or amendment toat the Redemption Price in accordance with Section 11.08 of the Original Indenture; provided that, notwithstanding Section 11.08 of the laws (or any regulations or rulings promulgated thereunder) of Switzerland or GuernseyOriginal Indenture, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that no such notice of redemption will may be given earlier than 90 60 days prior to the earliest date on which the Company would be obligated to pay Additional Amounts. In such event, the Company will give the Trustee and the Holders of the Notes not less than 30 days' nor more than 60 days' notice of this redemption, except that (i) the Company will not give notice of redemption earlier than 60 days prior to the earliest date on or from which it would be obliged obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts were a payment remain in respect effect. Upon receiving notice of the notes then due; providedsuch redemption, however, that if each Holder who does not wish to have the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption redeem its Notes pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it is Section 5.02 shall be entitled to effect such redemption and setting forth a statement of facts showing elect to (i) convert its Notes pursuant to Article Four or (ii) not have its Notes redeemed, provided that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such no Additional Amounts that arise solely as a result of such the change or amendment.amendment specified in Section 11.08 of the Original Indenture that gave rise to the right of the Company to redeem notes pursuant to this Section will be payable by the Company on any payment with respect to the Notes after the Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian taxes required by law to be deducted or withheld. In the event that cash payments which a Holder would otherwise be entitled to receive from the Company are insufficient to pay applicable Canadian taxes, the Company may require from the Holder, as a condition to the Holder's right to receive any Limited Voting Shares on conversion or other amounts from the Company, an amount of cash sufficient to pay applicable Canadian taxes. Where no such election is made, the Notes of a Holder shall be redeemed without any further action. If a Holder does not elect to convert its Notes pursuant to Article Four but wishes to elect to not have its Notes redeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election upon Tax Redemption (the "Notice of Election") on the back of the Notes, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. ARTICLE SIX REPURCHASE OF NOTES BY THE COMPANY AT THE OPTION OF HOLDERS

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company The Securities may at its option redeem the Notesbe redeemed, in whole but not in part, at any time on the Company’s option, by the giving not less than 30 nor more than 60 days’ of notice to the Holders and the Trusteeas provided in Article III hereof, at a redemption price equal to 100% of the outstanding principal amount of the Notes being redeemedSecurities, together with accrued and unpaid interest to, but excluding to the Redemption Dateredemption date and Additional Amounts, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below any, if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland Chile or Guernseyany jurisdiction from or through which any payment under the Securities is made by or at the direction of the Company or the Guarantor, as applicable, applicable (each a “Relevant Jurisdiction”) or any political subdivision or taxing authority thereof or therein, or any change in the application official application, administration or official interpretation of such laws, regulations or rulingsrulings (including a holding by a court of competent jurisdiction) in a Relevant Jurisdiction, which or any other jurisdiction with the power to impose, levy or assess a Tax, the Company has or will become obligated to pay Excess Additional Amounts, if such change or amendment becomes effective is announced or occurs on or after the later of the date hereof, of this Indenture and the date the Relevant Jurisdiction became a Relevant Jurisdiction and such obligation cannot be avoided by the Company taking reasonable measures available to it, ; provided that no such notice of redemption will shall be given earlier than 90 60 days prior to the earliest date on which it the Company would be obliged obligated to pay such Excess Additional Amounts Amounts, were a payment in respect of the notes Securities then due; provided. For the avoidance of doubt, however, that if reasonable measures shall include a change in the Company has given such notice and a Restructuring Event occurs thereafter, but prior to jurisdiction of the tax redemption date, such tax redemption will be canceledpaying agent. Prior to the giving of any notice of redemption of Securities pursuant to this paragraphIndenture, the Company will deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has is or at the time of the redemption will become be entitled to effect such a redemption pursuant to this Indenture and (ii) a written opinion of recognized counsel admitted to practice in the applicable Relevant Jurisdiction and independent of the Company to the effect that the Company is, or is expected to become, obligated to pay such Excess Additional Amounts as a result of such change or amendment, as described above, and setting forth in reasonable detail the circumstances giving rise to such right of redemption.

Tax Redemption. Subject to the prior approval of FINMAThe Issuer may, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notesoption, at any time redeem, in whole but not in part, the Notes at any time on giving not less than 30 nor more than 60 days’ notice a redemption price equal to 100% of the Outstanding principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and the TrusteeAdditional Amounts, at the principal amount of the Notes being redeemedif any, together with accrued interest to, but excluding to the Redemption Date, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below as a result of of: (1) any amendment to, or change in, or amendment to, the laws (or any rules or regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicablea Relevant Taxing Jurisdiction, or (2) any political subdivision amendment to or taxing authority thereof or therein, or any change in the application or an official interpretation of or application regarding such laws, rules or regulations (including a holding, judgment or rulingsorder by a court or administrative body of competent jurisdiction), which change amendment, change, interpretation or amendment application is proposed and becomes effective on or after the Issue Date, the Issuer has become or would become obligated to pay, on or before the next date hereofon which any amount would be payable with respect to such Notes, any Additional Amounts in excess of those attributable to Taxes that are imposed, deducted or withheld at a rate of 4.95% (or such lower rate as may be contemplated by any regulation issued by the National Executive or new law enacted by the Venezuelan National Assembly or decision by the President of Venezuela exempting payments of interest under the Notes from Venezuelan income tax or reducing the current 4.95% income tax withholding rate) on or from any payments of interest under the Notes and such obligation obligations cannot be avoided by the Company taking commercially reasonable measures available to itthe Issuer (which, for the avoidance of doubt, do not include changing the jurisdiction of incorporation of the Issuer); provided that that: (a) no such notice of redemption will may be given earlier than 90 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes Notes then due; provideddue and payable, however, that if and (b) at the Company has given time such notice is given, such obligation to pay such Additional Amounts remains in effect. No such redemption shall be effective unless and a Restructuring Event occurs thereafter, but until the Principal Paying Agent receives the amount payable upon redemption as set forth above. Immediately prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving publication of any notice of redemption pursuant to this paragraphprovision, the Company Issuer will deliver to the Trustee and the Principal Paying Agent: (i) an Officers’ Officer’s Certificate (A) stating that it (y) the amendment, change, interpretation or application as a result of which the Issuer has or will become obligated to pay such Additional Amounts is effective with respect to all companies in the Relevant Taxing Jurisdiction and (z) the Issuer is entitled to effect such redemption and (B) setting forth a statement of facts showing that the conditions precedent to its the right of the Issuer so to redeem have occurred, and (ii) an opinion Opinion of independent counsel of recognized standing Counsel (which may be Issuer’s counsel) to the effect that (y) the Company Issuer has or will become obligated to pay such Additional Amounts as a result of such change amendment, change, interpretation or application and (z) the amendment, change, interpretation or application as a result of which the Issuer has or will become obligated to pay such Additional Amounts is effective with respect to all companies in the Relevant Taxing Jurisdiction.

Tax Redemption. Subject to the prior approval of FINMAThe Issuer may redeem all, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in partless than all, of the Notes at any time on giving not less than 30 nor more than 60 days’ notice to at 100% of the Holders and the Trustee, at the aggregate principal amount of the Notes being redeemedNotes, together with accrued and unpaid interest to, but excluding to the Redemption Dateapplicable redemption date, if it the Issuer or the any Guarantor is, has become or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below or Reimbursement Payments as a result of any change in, in or amendment to, to the laws (including any rules or regulations promulgated thereunder or any regulations treaties or rulings promulgated thereunderrulings) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, or any change in the application or amendment to any official application, administration or interpretation of such laws, regulations rules, regulations, treaties or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction), in each case, which change or amendment is officially announced by such Taxing Jurisdiction and becomes effective on or after the date hereofof the Offering Memorandum (or, and in the case of a Taxing Jurisdiction that did not become a Taxing Jurisdiction until after the Issue Date, on or after the later date on which such obligation cannot be avoided by Taxing Jurisdiction became a Taxing Jurisdiction under this Indenture) (each such change or amendment, a “Change in Tax Law”). Notwithstanding the Company taking reasonable measures available to itforegoing, provided that no such notice of any such redemption will be given earlier than 90 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledAmounts. Prior to the giving of any notice of redemption of Notes pursuant to this paragraphsection, the Company Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Issuer so to redeem have occurredoccurred and that the obligation to pay Additional Amounts cannot be avoided by the taking of reasonable measures by the Issuer or the applicable Guarantor (for the avoidance of doubt, including, in the case of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes), and an (b) a written opinion of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Company Issuer or the applicable Guarantor is, has become or will would become obligated to pay such Additional Amounts as a result of such change or amendmentChange in Tax Law.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesThe Notes are redeemable, in whole but not in part, at the option of the Company at any time on giving time, upon not less than 30 nor more than 60 days’ notice ' prior written notice, mailed by first class mail to each Holder at its last address appearing in the Holders and register of Notes maintained by the Trustee, Security Registrar at 100% of the principal amount of the Notes being redeemed, together with thereof plus accrued and unpaid interest to, but excluding thereon to the Redemption Date, if it the Company or the any Guarantor has is or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes or the Guarantees, any Additional Amounts in respect of the notes as described below as a result of any a change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicableany Taxing Authority, or any political subdivision or taxing authority thereof or thereinchanges in, or amendment to, any change in official position regarding the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective is announced on or after the date hereofIssue Date; PROVIDED that the Company or such Guarantor determines, and in its business judgment, that the obligation to pay such obligation Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Company or such Guarantor (not including substitution of the obligor under the Notes); and PROVIDED, provided FURTHER, that (i) no such notice of redemption will may be given earlier than 90 days prior to the earliest date on which it the Company or such Guarantor would but for such redemption be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if or later than 270 days after the Company has given or such Guarantor first becomes liable to pay any Additional Amounts as a result of any changes in or amendments to laws, regulations or official positions described above and (ii) at the time such notice and a Restructuring Event occurs thereafteris given, but prior the Company's or such Guarantor's obligation to the tax redemption date, pay such tax redemption will be canceledAdditional Amounts remains in effect. Prior to the giving publication of any notice of redemption pursuant to this paragraphprovision, the Company will deliver to the Trustee (a) an Officers’ Officer's Certificate stating that it the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company so to redeem have occurred, occurred and (b) an opinion of independent legal counsel qualified under the laws of recognized standing the relevant jurisdiction to the effect that the Company or such Guarantor has or will become obligated to pay such Additional Amounts as a result of such amendment or change or amendmentas described above.

Tax Redemption. Subject (a).......The Notes of any Holder will be subject to the prior approval of FINMAredemption as a whole, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at the option of the Company (a "Tax Redemption") at any time on giving upon not less than 30 nor more than 60 days’ ' notice mailed to the Holders and the Trusteesuch Holder of Notes to be redeemed, at 100% of the principal amount of the Notes being redeemed, together with accrued interest to, but excluding thereof on the Redemption Date, plus accrued and unpaid interest, if it any, to the Redemption Date, in the event the Company or the any Guarantor has become or will become would be obligated to pay pay, on any date on which any amount would be payable with respect to such Notes or any Guarantee, any Additional Amounts in respect of the notes as described below as a result of any change in, in or amendment toto the laws, the laws policies or treaties (including any regulation or any regulations or rulings ruling promulgated thereunder) of Switzerland or Guernsey, as applicable, the United States of America or any political subdivision jurisdiction in which any Guarantor is incorporated (or any prefecture, territory or taxing authority thereof or therein), or any change in or amendment to any official position or administration or assessing practices regarding the application or official interpretation of such laws, regulations policies, treaties, rulings or rulingsregulations, which change or amendment is announced or becomes effective on or of after the date hereofIssue Date; provided, and such obligation cannot be avoided by the Company taking reasonable measures available to ithowever, provided that (i) no such notice of or redemption will shall be given earlier than 90 60 days prior to the earliest date on which it the Company or such Guarantor would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes Notes then due, (ii) if the Company elects to exercise its Tax Redemption option, it shall consummate any such Tax Redemption within 180 days following the date on which the amount to which the payment of such Additional Amounts relates would be payable to such Holder and (iii) upon the exercise by the Company of its Tax Redemption option at any time such that, after giving effect to the exercise of such Tax Redemption option, less than a majority of the aggregate principal amount of the Notes originally issued remains outstanding (the "Tax Redemption Offer Triggering Event"), prior to the consummation of such Tax Redemption the Company shall make an offer to purchase from all Holders (the "Tax Redemption Offer"), upon not less than 30 nor more than 60 days' notice, the Notes of such Holders at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (the "Tax Redemption Offer Purchase Price"); provided, howeverfurther, that if the Company has given such notice and a Restructuring Event occurs thereafterthat, but prior to the tax redemption dateany such Tax Redemption, such tax redemption will be canceled. Prior to the giving of any notice of redemption pursuant to this paragraph, (i) the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement copy of facts showing that the conditions precedent to its right to redeem have occurred, and an written opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change change, amendment, administration, application or amendmentinterpretation and (ii) the Company will use reasonable efforts to cause the reduction or elimination of the obligation to pay any such Additional Amounts.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesThe Notes are redeemable, in whole but not in part, at the option of the Company at any time on giving time, upon not less than 30 nor more than 60 calendar days’ notice ' prior written notice, mailed by first class mail to each Holder at its last address appearing in the Holders and register of Notes maintained by the TrusteeRegistrar, at 100% of the principal amount of the Notes being redeemedthereof, together with plus accrued and unpaid interest to, but excluding thereon to the Redemption Date, if it the Company or the any Guarantor has is or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes or the Guarantees, any Additional Amounts in respect of the notes as described below as a result of any a change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicableany Taxing Jurisdiction, or any political subdivision or taxing authority thereof or thereinchanges in, or amendment to, any change in official position regarding the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective is announced on or after the date hereofIssue Date; PROVIDED that the Company or such Guarantor determines, and in its business judgment, that the obligation to pay such obligation Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Company or such Guarantor (not including substitution of the obligor under the Notes); and PROVIDED, provided FURTHER, that (i) no such notice of redemption will may be given earlier than 90 days prior to the earliest date on which it the Company or such Guarantor would but for such redemption be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if or later than 270 days after the Company has given or such Guarantor first becomes liable to pay any Additional Amounts as a result of any changes in or amendments to laws, regulations or official positions described above and (ii) at the time such notice and a Restructuring Event occurs thereafteris given, but prior the Company's or such Guarantor's obligation to the tax redemption date, pay such tax redemption will be canceledAdditional Amounts remains in effect. Prior to the giving publication of any notice of redemption pursuant to this paragraphprovision, the Company will deliver to the Trustee trustee (a) an Officers’ ' Certificate stating that it the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company so to redeem have occurred, occurred and (b) an opinion of independent legal counsel qualified under the laws of recognized standing the relevant jurisdiction to the effect that the Company or such Guarantor has or will become obligated to pay such Additional Amounts as a result of such amendment or change or amendmentas described above.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, The Notes are redeemable for cash at the principal amount Issuers' option prior to their maturity in the event of certain changes in the tax laws of a Taxing Jurisdiction after the date of issuance of the Notes being redeemed(or, together with accrued interest to, but excluding in the Redemption Date, if it or the Guarantor has or will become obligated to pay case of Additional Amounts in respect payable by a Successor Person, after six months after the date on which that Successor Person became such pursuant to applicable provisions of the notes Indenture (such date, a "Successor Date"), provided such changes in tax laws were not announced on or prior to such Successor Date) as described below specified below. If, as a result of any change in, or amendment to, the laws (or including any regulations or rulings promulgated thereunder) and treaties of Switzerland or Guernsey, as applicablea Taxing Jurisdiction, or any political subdivision amendment to or taxing authority thereof or therein, or any change in any official position concerning the interpretation, administration or application or official interpretation of such laws, treaties, regulations or rulingsrulings (including a holding, judgment or order by a court of competent jurisdiction or any action taken by a taxing authority which action is generally applied or is taken with respect to the Issuers or the Company), which change change, amendment, application or amendment interpretation is proposed and becomes effective on or after the date hereofof issuance of the Notes (or, in the case of Additional Amounts payable by a Successor Person, after six months after the Successor Date, provided such changes in tax laws were not announced on or prior to such Successor Date), the Issuers, the Company, the Subsidiary Note Guarantors or a Successor Person has or would become obligated to pay to the Holder of any Notes Additional Amounts, and such obligation obligations cannot be avoided by the Company Issuers, the Company, the Subsidiary Note Guarantors or a Successor Person, as applicable, taking commercially reasonable measures (consistent with practices and interpretations generally followed or in effect at the time such measures could be taken) available to it, provided that no such notice of redemption will be given earlier then the Issuers may, at their option, redeem the Notes in whole but not in part, upon not less than 30 days' and not more than 90 days prior days' notice mailed by first-class mail to each Holder's registered address in the case of Certificated Notes and to the earliest date on which it would be obliged Global Note Depositary and Custodian in the case of Global Notes, at a redemption price equal to pay such Additional Amounts were a payment in respect 100% of the notes then due; providedNotes' aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts, howeverif any, that if on such Notes, to but excluding the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to For the giving avoidance of any notice of redemption pursuant to this paragraphdoubt, the Company will deliver Notes shall not be redeemable under this paragraph because the Notes have not been listed or fail to remain listed on the Trustee an Officers’ Certificate stating Irish Stock Exchange, unless such failure is caused by a change in tax law that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts otherwise could serve as a result basis for redemption of such change or amendmentthe Notes under this Tax Redemption provision.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has If (a) a Payor becomes or will become obligated to pay Additional Amounts in with respect of the notes as described below to any Notes pursuant to Section 4.9, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereina Relevant Jurisdiction, or any change in the application or official interpretation or application of such laws, the laws or regulations or rulingsof a Relevant Jurisdiction, which change or amendment becomes effective on or after October 2, 2018 (or, if the date hereofapplicable Relevant Jurisdiction became a Relevant Jurisdiction after October 2, 2018, such later date), and (b) such obligation cannot be avoided by the Company taking reasonable measures available to itthe Company, the Company may at its option, having given not less than 30 days’ notice to the Holders of the Notes (which notice shall be irrevocable), redeem all, but not a portion of, the Notes at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date, provided that no such notice of redemption will shall be given earlier than 90 30 days prior to the earliest date on which it the Payor would be obliged to pay such Additional Amounts were a payment in respect of the notes Notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving publication of any notice of redemption pursuant to this paragraphSection 3.8, the Company will shall deliver to the Trustee an Officers’ Certificate (i) a certificate stating that it is entitled the requirements referred to effect such redemption in (a) and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred(b) above are satisfied, and (ii) an opinion Opinion of independent counsel of recognized standing Counsel to the effect that the Company Payor has or will become obligated obliged to pay such Additional Amounts as a result of such the change or amendment, in each case to be held by the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the Notes. Unless the Company defaults in the payment of the Redemption Price, interest will cease to accrue on the Notes called for redemption on the applicable Redemption Date. Notes called for redemption become due on the date fixed for redemption. On and after such date, unless the Company defaults in payment of the Redemption Price on such date, interest ceases to accrue on the Notes called for such redemption. For Notes which are represented by global certificates held on behalf of Euroclear and/or Clearstream, notices may be given by delivery of the relevant notices to Euroclear and/or Clearstream for communication to entitled account holders in substitution for the notification method set out above. So long as any Notes are listed on the Official List of Euronext Dublin and admitted for trading on the Global Exchange Market thereof and the rules of Euronext Dublin so require, any such notice to the Holders of the relevant Notes shall also be published by the Company to the extent and in the manner permitted by such rules, posted on the official website of Euronext Dublin (xxx.xxx.xx) and, in connection with any redemption, the Company will notify Euronext Dublin of any change in the principal amount of Notes outstanding.

Tax Redemption. Subject to the prior approval of FINMAThe Issuer may redeem all, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in partless than all, of the Notes at any time on giving not less than 30 nor more than 60 days’ notice to at 100% of the Holders and the Trustee, at the aggregate principal amount of the Notes being redeemedNotes, together with accrued and unpaid interest to, but excluding excluding, the Redemption Dateapplicable redemption date, if it the Issuer or the any Guarantor is, has become or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below or Reimbursement Payments as a result of any change in, in or amendment to, to the laws (including any rules or regulations promulgated thereunder or any regulations treaties or rulings promulgated thereunderrulings) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, or any change in the application or amendment to any official application, administration or interpretation of such laws, regulations rules, regulations, treaties or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdic- tion), in each case, which change or amendment is officially announced by such Taxing Jurisdiction and becomes effective on or after the date hereofof the Offering Memorandum (or, and in the case of a Taxing Jurisdic- tion that did not become a Taxing Jurisdiction until after the Issue Date, on or after the later date on which such obligation cannot be avoided by Taxing Jurisdiction became a Taxing Jurisdiction under this Indenture) (each such change or amendment, a “Change in Tax Law”). Notwithstanding the Company taking reasonable measures available to itforegoing, provided that no such notice of any such redemption will be given earlier than 90 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledAmounts. Prior to the giving of any notice of redemption of Notes pursuant to this paragraphsection, the Company Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Issuer so to redeem re- deem have occurredoccurred and that the obligation to pay Additional Amounts cannot be avoided by the taking of reasonable measures by the Issuer or the applicable Guarantor (for the avoidance of doubt, including, in the case of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes), and an opinion (b) a written opin- ion of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Company Is- xxxx or the applicable Guarantor is, has become or will would become obligated to pay such Additional Amounts as a result of such change or amendmentChange in Tax Law.

Tax Redemption. Subject to All Notes of the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company same Series may at its option redeem the Notes, be -------------- redeemed in whole but not in part, at the option of the relevant Issuer at any time on prior to maturity, upon the giving not less than 30 nor more than 60 days’ of a notice to the Holders and the Trusteeof redemption, at a redemption price (except as otherwise specified herein or in the applicable Corporate Order) equal to 100% of the principal amount of the Notes being redeemedthereof, together with accrued interest toto the date fixed for redemption, but excluding or, in the Redemption Datecase of Original Issue Discount Notes, at 100% of the portion of the face amount thereof that has accreted to the date of redemption, if it the relevant Issuer or (in the case of Notes issued by GEC Australia or GEC Canada) the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below determines that, as a result of any change in, in or amendment to, to the laws (or any regulations or rulings ruling promulgated thereunder) of Switzerland the United States or Guernsey, as applicable, or of any political subdivision or taxing authority thereof or thereintherein affecting taxation, or any change in official position regarding the application or official interpretation of such laws, regulations or rulingsruling, which change or amendment becomes effective on or after the date hereof, and of issuance of the first Tranche of Notes of such obligation cannot be avoided by Series (if sold on an agency basis) or the Company taking reasonable measures available to it, provided that no such notice of redemption will be given earlier than 90 days prior to the earliest date on which it would be obliged an Agent acting as principal agreed to purchase such Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has or will become obligated to pay such U.S. Additional Amounts were a payment in with respect of the notes then due; provided, however, that if the Company has given to such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledNotes as described under Section 9(a) hereof. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company will relevant Issuer shall deliver to the Trustee an Officers’ Certificate Fiscal and Paying Agent, (i) a certificate stating that it the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of such Issuer to so redeem have occurredoccurred (the date on which such certificate is delivered to the Fiscal and Paying Agent is herein called the"Redemption Determination Date"), and (ii) an opinion of independent counsel of recognized standing satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the Company has earliest date on which the relevant Issuer or will become the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts as if a result payment in respect of such change or amendmentNotes were then due. Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. If any date fixed for redemption is a date prior to the Exchange Date for a temporary global Bearer Note, payment on such redemption date will be made subject to receipt of a certificate substantially in the form set forth in Exhibit B-1, delivery of which is a condition to payment of such Notes.

Tax Redemption. Subject to If (a) the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Issuer or any Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has becomes or will become obligated to pay Additional Amounts in with respect of the notes to any Notes or any Guarantee (as described below under Section 4.19) as a result of (1) any change in, or amendment to, the laws laws, treaties (or any including protocols), regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulingsa Relevant Tax Jurisdiction, which change or amendment is first publicly announced and becomes effective on or after the date hereofIssue Date (or, if the Relevant Tax Jurisdiction did not become a Relevant Tax Jurisdiction until a later date, after such later date) or (2) any change in the official interpretation or application of the laws, treaties (including protocols), regulations or rulings of a Relevant Tax Jurisdiction (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change is first publicly announced and becomes effective after the Issue Date (or, if the Relevant Tax Jurisdiction did not become a Relevant Tax Jurisdiction until a later date, after such later date), and (b) such obligation cannot be avoided by the Company Issuer’s taking reasonable measures available to itthe Issuer or any Guarantor (provided that changing the jurisdiction of the Issuer or any Guarantor is not a reasonable measure for this purpose), the Issuer may at its option, having given not less than 30 days’ notice to the holders of such Notes (which notice shall be irrevocable), redeem all, but not a portion of, the Notes at any time a price equal to their principal amount plus interest accrued to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), provided that no such notice of redemption will shall be given earlier than 90 60 days prior to the earliest date on which it the Issuer or any Guarantor would be obliged to pay such Additional Amounts were a payment in respect of the notes Notes then due); providedand provided further that in the case of a Guarantor, however, that no redemption shall be permitted under this Section 3.07(e) if the Company has given such notice and a Restructuring Event occurs thereafter, but prior Issuer or any other Guarantor can make payments on the Notes without the obligation to the tax redemption date, such tax redemption will be canceledpay Additional Amounts. Prior to the giving publication or, where relevant, mailing of any notice of redemption pursuant to this paragraph, the Company will Issuer shall deliver to the Trustee (i) an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing the Issuer certifying that the conditions precedent to its right to redeem have occurredrequirements described in clauses (a) and (b) of this Section 3.07(e) are satisfied, and (ii) an opinion of an independent counsel of recognized standing to the effect that the Company Issuer or any Guarantor has or will become obligated obliged to pay such Additional Amounts as a result of such a change or amendmentamendment described in clause (a) of this Section 3.07(e). The Trustee shall accept, and will be entitled to conclusively rely on, such officers’ certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions described in clauses (a) and (b) of this Section 3.07(e), and upon such acceptance by the Trustee the Issuer will be entitled to give notice of redemption hereunder and such notice of redemption will be conclusive and binding on the holders of the Notes.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the The Company may at its option redeem the Notes, in Notes as a whole but not in part, at its option at any time on giving not less than 30 nor more than 60 days’ notice prior to the Holders and Stated Maturity, upon the Trusteegiving of a notice of redemption to the Holders, at if the principal amount Company determines that, as a result of (i) any change in or amendment to the laws, or any regulations or rulings promulgated under the laws, of a Relevant Jurisdiction affecting taxation, or (ii) any change in or amendment to an official position regarding the application or interpretation of the Notes being redeemedlaws, together with accrued interest toregulations or rulings referred to above (including a decision of any court or tribunal), but excluding which change or amendment becomes effective (or in the Redemption Datecase of a change in interpretation is announced) on or after the date of the First Supplemental Indenture (or, if it or the Guarantor has Relevant Jurisdiction becomes a Relevant Jurisdiction on a date after the date of the First Supplemental Indenture, after such later date), the Company is or will become obligated to pay Additional Amounts in with respect of to the notes as described below as a result of any change in, or amendment to, Notes on the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in next succeeding interest payment date and the application or official interpretation payment of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Company (for the avoidance of doubt, provided that no such changing the Company’s jurisdiction of organization shall not be a reasonable measure for this purpose). The redemption price will be equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to but excluding the date fixed for redemption (subject to the right of Holders of record on a Record Date to receive interest on the relevant interest payment date). The date and the applicable redemption price will be specified in the notice of tax redemption. Notice of such redemption will be given earlier irrevocable, and must be provided not less than 90 15 nor more than 60 days prior to the earliest date on which it the Company would be obliged obligated to pay such Additional Amounts were if a payment in respect of the notes then due; provided, however, that if the Company has given Notes were actually due on such date. No such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax of redemption will be canceledgiven unless, at the time such notice of redemption is given, the Company’s obligation to pay such Additional Amounts remains in effect. Prior to giving the giving of any notice of redemption pursuant to this paragraphtax redemption, the Company will deliver to the Trustee Trustee: (i) an Officers’ Certificate stating that it the Company is entitled to effect such the redemption and setting forth a statement of facts showing that the conditions precedent to its the Company’s right to so redeem the Notes have occurred, ; and (ii) an opinion of independent tax counsel or tax advisor of recognized standing qualified with respect to tax matters of the Relevant Jurisdiction, selected by the Company to the effect that the Company has is or will become would be obligated to pay such Additional Amounts as a result of such a change or amendmentamendment described above. The foregoing provisions shall apply mutatis mutandis to any of the Company’s successors.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesThe Notes are redeemable, in whole but not in part, at the option of the Company at any time on giving time, upon not less than 30 nor more than 60 days’ notice ' prior written notice, mailed by first class mail to each Holder at its last address appearing in the Holders and register of Notes maintained by the Trustee, Registrar at 100% of the principal amount of the Notes being redeemed, together with thereof plus accrued and unpaid interest to, but excluding thereon to the Redemption Date, if it the Company or the any Guarantor has is or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes or the Guarantees, any Additional Amounts in respect of the notes as described below as a result of any a change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicableany Taxing Jurisdiction, or any political subdivision or taxing authority thereof or thereinchanges in, or amendment to, any change in official position regarding the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective is announced on or after the date hereofIssue Date; PROVIDED that the Company or such Guarantor determines, and in its business judgment, that the obligation to pay such obligation Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Company or such Guarantor (not including substitution of the obligor under the Notes); and PROVIDED, provided FURTHER, that (i) no such notice of redemption will may be given earlier than 90 days prior to the earliest date on which it the Company or such Guarantor would but for such redemption be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if or later than 270 days after the Company has given or such Guarantor first becomes liable to pay any Additional Amounts as a result of any changes in or amendments to laws, regulations or official positions described above and (ii) at the time such notice and a Restructuring Event occurs thereafteris given, but prior the Company's or such Guarantor's obligation to the tax redemption date, pay such tax redemption will be canceledAdditional Amounts remains in effect. Prior to the giving publication of any notice of redemption pursuant to this paragraphprovision, the Company will deliver to the Trustee (a) an Officers’ Officer's Certificate stating that it the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company so to redeem have occurred, occurred and (b) an opinion of independent legal counsel qualified under the laws of recognized standing the relevant jurisdiction to the effect that the Company or such Guarantor has or will become obligated to pay such Additional Amounts as a result of such amendment or change or amendmentas described above.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, The Notes are redeemable for cash at the principal amount Issuers’ option prior to their maturity in the event of certain changes in the tax laws of a Taxing Jurisdiction after the date of issuance of the Notes being redeemed(or, together with accrued interest to, but excluding in the Redemption Date, if it or the Guarantor has or will become obligated to pay case of Additional Amounts in respect payable by a Successor Person, after six months after the date on which that Successor Person became such pursuant to applicable provisions of the notes Indenture (such date, a “Successor Date”), provided such changes in tax laws were not announced on or prior to such Successor Date) as described below specified below. If, as a result of any change in, or amendment to, the laws (or including any regulations or rulings promulgated thereunder) and treaties of Switzerland or Guernsey, as applicablea Taxing Jurisdiction, or any political subdivision amendment to or taxing authority thereof or therein, or any change in any official position concerning the interpretation, administration or application or official interpretation of such laws, treaties, regulations or rulingsrulings (including a holding, judgment or order by a court of competent jurisdiction or any action taken by a taxing authority which action is generally applied or is taken with respect to the Issuers or the Company), which change change, amendment, application or amendment interpretation is proposed and becomes effective on or after the date hereofof issuance of the Notes (or, in the case of Additional Amounts payable by a Successor Person, after six months after the Successor Date, provided such changes in tax laws were not announced on or prior to such Successor Date), the Issuers, the Company, the Subsidiary Note Guarantors or a Successor Person has or would become obligated to pay to the Holder of any Notes Additional Amounts, and such obligation obligations cannot be avoided by the Company Issuers, the Company, the Subsidiary Note Guarantors or a Successor Person, as applicable, taking commercially reasonable measures (consistent with practices and interpretations generally followed or in effect at the time such measures could be taken) available to it, provided that no such notice of redemption will be given earlier then the Issuers may, at their option, redeem the Notes in whole but not in part, upon not less than 30 days’ and not more than 90 days prior days’ notice mailed by first-class mail to the earliest date on which it would be obliged each Holder’s registered address , at a redemption price equal to pay such Additional Amounts were a payment in respect 100% of the notes then due; providedNotes’ aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts, howeverif any, that if on such Notes, to but excluding the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to For the giving avoidance of any notice of redemption pursuant to this paragraphdoubt, the Company will deliver Notes shall not be redeemable under this paragraph because the Notes have not been listed or fail to remain listed on the Trustee an Officers’ Certificate stating Irish Stock Exchange, unless such failure is caused by a change in tax law that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts otherwise could serve as a result basis for redemption of such change or amendmentthe Notes under this Tax Redemption provision.

Tax Redemption. Subject to The Notes may be redeemed as a whole, at the prior approval option of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on prior to maturity, upon the giving not less than 30 nor more than 60 days’ of a notice to of redemption in the Holders and manner provided in the TrusteeIndenture, at the principal amount of the Notes being redeemedthereof, together with accrued interest to, but excluding to the Redemption Datedate fixed for redemption, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below Company determines that, as a result of any change in, in or amendment to, to the laws (or any regulations or rulings promulgated thereunder) of Switzerland the United States or Guernsey, as applicable, or of any political subdivision or taxing authority thereof or thereintherein affecting taxation, or any change in official position regarding the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereofof this Note, and such obligation cannot be avoided by the Company taking reasonable measures available or Texaco Inc., as the case may be, has or will become obligated to it, provided that no such notice of redemption will be given earlier than 90 days prior pay Additional Amounts (as defined below) with respect to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledNotes as described below under paragraph 9 hereof. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company will shall deliver to the Trustee an Officers’ Certificate (i) a certificate stating that it the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company to so redeem have occurredoccurred (the date on which such certificate is delivered to the Trustee being the "Redemption Determination Date"), and (ii) an opinion of independent counsel of recognized standing reasonably acceptable to the Trustee to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company has or will become Texaco Inc., as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of any Note were then due. If the Company shall determine that any payment made outside the United States by the Company or Texaco Inc., as the case may be, by any Paying Agent of principal or interest due in respect of any Note or Coupon would, under any present or future laws or regulations of the United States, be subject to any certification, identification or other information reporting requirement of any kind, the effect of which is the disclosure to the Company, Texaco Inc., any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Note or Coupon who is a United States Alien (as defined below under ", Payment of Additional Amounts") (other than such a requirement (a) that would not be applicable to a payment made by the Company or Texaco Inc., as the case may be, or any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, or (b) that can be satisfied by such custodian, nominee or other agent certifying to the effect that such beneficial owner is a United States Alien; provided that in each case referred to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent to such beneficial owner would not otherwise be subject to any such requirement), the Company shall redeem the Notes, as a whole, at the principal amount thereof, together with accrued interest to the date fixed for redemption or, at the election of the Company or Texaco Inc., as the case may be, if the conditions of the next paragraph are satisfied, pay the additional amounts specified in such paragraph. The Company shall make such determination and election as soon as practicable and publish prompt notice thereof (the "Determination Notice") stating the effective date of such certification, identification or other information reporting requirements, whether the Company will redeem the Notes or has elected to pay the additional amounts specified in the next paragraph, and (if applicable) the last date by which the redemption of the Notes must take place, as provided in the next sentence. If the Company redeems the Notes, such redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Company shall elect by notice to the Trustee. Notwithstanding the foregoing, the Company shall not so redeem the Notes if the Company or Texaco Inc., as the case may be, shall subsequently determine, not less than 30 days prior to the date fixed for redemption, that subsequent payments would not be subject to any such certification, identification or other information reporting requirement, in which case the Company shall publish prompt notice of such determination and any earlier redemption notice shall be revoked and of no further effect. If and so long as the certification, identification or other information reporting requirements referred to in the preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Company or Texaco Inc., as the case may be, may elect to pay as additional amounts such amounts as may be necessary so that every net payment made outside the United States following the effective date of such requirements by the Company or Texaco Inc., as the case may be, or any Paying Agent of principal or interest due in respect of any Note or any Coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence or identity of such beneficial owner be disclosed to the Company, Texaco Inc., any Paying Agent or any governmental authority, with respect to the payment of such additional amounts), after deduction or withholding for or on account of such backup withholding tax or similar charge (other than a backup withholding tax or similar charge that (i) would not be applicable in the circumstances referred to in the second parenthetical clause of the first sentence of the preceding paragraph, or (ii) is imposed as a result of presentation of such change Note or amendmentCoupon for payment more than 15 days after the date on which such payment becomes due and payable or on which payment thereof is duly provided for, whichever occurs later), will not be less than the amount provided for in such Note or Coupon to be then due and payable. In the event the Company or Texaco Inc., as the case may be, elects to pay any additional amounts pursuant to the applicable provisions of this paragraph, the Company shall have the right to redeem the Notes as a whole at any time pursuant to the provisions of the preceding paragraph and the redemption price of such Notes will not be reduced for applicable withholding taxes. If the Company or Texaco Inc., as the case may be, elects to pay additional amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Company will redeem the Notes as a whole, pursuant to the applicable provisions of the preceding paragraph.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, The Notes are redeemable for cash at the principal amount Issuer’s option prior to their maturity in the event of certain changes in the tax laws of a Taxing Jurisdiction after the date of issuance of the Notes being redeemedas specified below. If, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below as a result of any change in, or amendment to, the laws (or including any regulations or rulings promulgated thereunder) and treaties of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereina Taxing Jurisdiction, or any change in or amendment to any official position concerning the interpretation, administration or application or official interpretation of such laws, treaties, regulations or rulingsrulings (including a holding, judgment or order by a court of competent jurisdiction or any action taken by a taxing authority which action is generally applied or is taken with respect to the applicable Payor), which change change, amendment, interpretation, administration, or amendment application is announced and becomes effective on or after the date hereofof issuance of the Notes (or, if the applicable Taxing Jurisdiction became a Taxing Jurisdiction on a date after the date of issuance of the Notes, a change, amendment, interpretation, administration or application that is announced and becomes effective more than six months after such later date), the applicable Payor has or would become obligated to pay Additional Amounts to the Holder of any Notes, and such obligation cannot be avoided by the Company applicable Payor taking commercially reasonable measures (consistent with practices and interpretations generally followed or in effect at the time such measures could be taken) available to it, provided that no such notice of redemption will be given earlier then the Issuer may, at its option, redeem the Notes in whole but not in part, upon not less than 30 days’ and not more than 90 days prior days’ notice sent by electronic means or mailed by first-class mail to the earliest date on which it would be obliged each Holder’s registered address , at a redemption price equal to pay such Additional Amounts were a payment in respect 100% of the notes then due; providedNotes’ aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts, howeverif any, that if on such Notes, to (but excluding) the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to For the giving avoidance of any notice of redemption pursuant to this paragraphdoubt, the Company will deliver Notes shall not be redeemable under this paragraph because the Notes have not been listed or fail to remain listed on the Trustee an Officers’ Certificate stating Irish Stock Exchange, unless such failure is caused by a change in tax law, interpretation, etc. that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts otherwise could serve as a result basis for redemption of such change or amendmentthe Notes under this Tax Redemption provision.

Tax Redemption. Subject to If (a) the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Issuer or any Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has becomes or will become obligated to pay Additional Amounts in with respect of the notes to any Notes or any Guarantee (as described below under Section 4.21) as a result of (1) any change in, or amendment to, the laws laws, treaties (or any including protocols), regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulingsa Relevant Tax Jurisdiction, which change or amendment is first publicly announced and becomes effective on or after the date hereofIssue Date (or, if the Relevant Tax Jurisdiction did not become a Relevant Tax Jurisdiction until a later date, after such later date) or (2) any change in the official interpretation or application of the laws, treaties (including protocols), regulations or rulings of a Relevant Tax Jurisdiction (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change is first publicly announced and becomes effective after the Issue Date (or, if the Relevant Tax Jurisdiction did not become a Relevant Tax Jurisdiction until a later date, after such later date), and (b) such obligation cannot be avoided by the Company Issuer’s taking reasonable measures available to itthe Issuer or any Guarantor (provided that changing the jurisdiction of the Issuer or any Guarantor is not a reasonable measure for this purpose), the Issuer may at its option, having given not less than 30 days’ notice to the holders of such Notes (which notice shall be irrevocable), redeem all, but not a portion of, the Notes at any time a price equal to their principal amount plus interest accrued to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), provided that no such notice of redemption will shall be given earlier than 90 60 days prior to the earliest date on which it the Issuer or any Guarantor would be obliged to pay such Additional Amounts were a payment in respect of the notes Notes then due); providedand provided further that in the case of a Guarantor, however, that no redemption shall be permitted under this Section 3.07(d) if the Company has given such notice and a Restructuring Event occurs thereafter, but prior Issuer or any other Guarantor can make payments on the Notes without the obligation to the tax redemption date, such tax redemption will be canceledpay Additional Amounts. Prior to the giving publication or, where relevant, mailing of any notice of redemption pursuant to this paragraph, the Company will Issuer shall deliver to the Trustee (i) a certificate of an Officers’ Certificate officer of the Issuer stating that it is entitled to effect such redemption the requirements described in clauses (a) and setting forth a statement (b) of facts showing that the conditions precedent to its right to redeem have occurredthis Section 3.07(d) are satisfied, and (ii) an opinion of an independent counsel of recognized standing to the effect that the Company Issuer or any Guarantor has or will become obligated obliged to pay such Additional Amounts as a result of such a change or amendmentamendment described in clause (a) of this Section 3.07(d). The Trustee shall accept, and will be entitled to rely on, such certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions described in clauses (a) and (b) of this Section 3.07(d), and upon such acceptance by the Trustee the Issuer will be entitled to give notice of redemption hereunder and such notice of redemption will be conclusive and binding on the holders of the Notes.

Tax Redemption. Subject to the prior approval of FINMA, if then If (i) Global Funding is required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to pay Additional Amounts (as defined below) or if Global Funding is obligated to withhold or deduct any United States taxes with respect to any payment under the Holders and Funding Note, as set forth in the TrusteeFunding Note Certificate, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, or if it or the Guarantor has or there is a material probability that Global Funding will become obligated to withhold or deduct any such United States taxes or otherwise pay Additional Amounts (in respect the opinion of independent legal counsel selected by the notes as described below as a result of Funding Agreement Provider), in each case pursuant to any change in, in or amendment to, the to any United States tax laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in position of the Internal Revenue Service regarding the application or official interpretation thereof (including, but not limited to, the Funding Agreement Provider's or Global Funding's receipt of a written adjustment from the Internal Revenue Service in connection with an audit) (a "Tax Event"), and (ii) the Funding Agreement Provider, pursuant to the terms of the relevant Funding Agreement, has delivered to the Owner notice that the Funding Agreement Provider intends to terminate the relevant Funding Agreement pursuant to the terms of such lawsFunding Agreement, regulations then Global Funding will redeem the Funding Note on the Redemption Date at the Redemption Price together with any unpaid interest accrued thereon, any Additional Amounts and other amounts payable with respect thereto, as of the Redemption Date. Unless otherwise specified in the Funding Note Indenture or rulings, which change or amendment becomes effective on or after the date face hereof, and Global Funding shall give a notice of such obligation canredemption to the Holder of the Funding Note to be redeemed not be avoided by more than 75 days nor less than 30 days prior to the Company taking reasonable measures available to itRedemption Date; provided, provided that no such notice of redemption will may be given earlier than 90 days prior to the earliest date day on which it Global Funding would be obliged become obligated to pay such the applicable Additional Amounts were a payment in respect of the notes Funding Note then due; provided, however, that if the Company has given . Failure to give such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving Holder of any portion of the Funding Note designated for redemption in whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption pursuant to this paragraph, of any other portion of the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change or amendmentFunding Note.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesThe Notes are redeemable, in whole but not in part, at the option of the Company at any time on giving time, upon not less than 30 nor more than 60 days’ notice ' prior written notice, mailed by first class mail to each Holder at its last address appearing in the Holders and register of Notes maintained by the Trustee, Registrar at 100% of the principal amount of the Notes being redeemed, together with thereof plus accrued and unpaid interest to, but excluding thereon to the Redemption Date, if it the Company or the any Guarantor has is or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes or the Guarantees, any Additional Amounts in respect of the notes as described below as a result of any a change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicableany Taxing Jurisdiction, or any political subdivision or taxing authority thereof or thereinchanges in, or amendment to, any change in official position regarding the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective is announced on or after the date hereofIssue Date; provided that the Company or such Guarantor determines, and in its business judgment, that the obligation to pay such obligation Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Company or such Guarantor (not including substitution of the obligor under the Notes); and provided, provided further, that (i) no such notice of redemption will may be given earlier than 90 days prior to the earliest date on which it the Company or such Guarantor would but for such redemption be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if or later than 270 days after the Company has given or such Guarantor first becomes liable to pay any Additional Amounts as a result of any changes in or amendments to laws, regulations or official positions described above and (ii) at the time such notice and a Restructuring Event occurs thereafteris given, but prior the Company's or such Guarantor's obligation to the tax redemption date, pay such tax redemption will be canceledAdditional Amounts remains in effect. Prior to the giving publication of any notice of redemption pursuant to this paragraphprovision, the Company will deliver to the Trustee (a) an Officers’ Officer's Certificate stating that it the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company so to redeem have occurred, occurred and (b) an opinion of independent legal counsel qualified under the laws of recognized standing the relevant jurisdiction to the effect that the Company or such Guarantor has or will become obligated to pay such Additional Amounts as a result of such amendment or change or amendmentas described above.

Tax Redemption. Subject to The Notes may be redeemed as a whole, at the prior approval option of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on prior to maturity, upon the giving not less than 30 nor more than 60 days’ of a notice to of redemption in the Holders and manner provided in the TrusteeIndenture, at the principal amount of the Notes being redeemedthereof, together with accrued interest to, but excluding to the Redemption Datedate fixed for redemption, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below Company determines that, as a result of any change in, in or amendment to, to the laws (or any regulations or rulings promulgated thereunder) of Switzerland the United States or Guernsey, as applicable, or of any political subdivision or taxing authority thereof or thereintherein affecting taxation, or any change in official position regarding the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereofof this Note, and such obligation cannot be avoided by the Company taking reasonable measures available or Texaco Inc., as the case may be, has or will become obligated to it, provided that no such notice of redemption will be given earlier than 90 days prior pay Additional Amounts (as defined below) with respect to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledNotes as described below under paragraph 9 hereof. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company will shall deliver to the Trustee an Officers’ Certificate (i) a certificate stating that it the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company to so redeem have occurredoccurred (the date on which such certificate is delivered to the Trustee being the "Redemption Determination Date"), and (ii) an opinion of independent counsel of recognized standing reasonably acceptable to the Trustee to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company has or will become Texaco Inc., as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of any Note were then due. If the Company shall determine that any payment made outside the United States by the Company or Texaco Inc., as the case may be, by any Paying Agent of principal or interest due in respect of any Note or Coupon (as defined below) would, under any present or future laws or regulations of the United States, be subject to any certification, identification or other information reporting requirement of any kind, the effect of which is the disclosure to the Company, Texaco Inc., any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Note or Coupon who is a United States Alien (as defined below under ", Payment of Additional Amounts") (other than such a requirement (a) that would not be applicable to a payment made by the Company or Texaco Inc., as the case may be, or any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, or (b) that can be satisfied by such custodian, nominee or other agent certifying to the effect that such beneficial owner is a United States Alien; provided that in each case referred to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent to such beneficial owner would not otherwise be subject to any such requirement), the Company shall redeem the Notes, as a whole, at the principal amount thereof, together with accrued interest to the date fixed for redemption or, at the election of the Company or Texaco Inc., as the case may be, if the conditions of the next paragraph are satisfied, pay the additional amounts specified in such paragraph. The Company shall make such determination and election as soon as practicable and publish prompt notice thereof (the "Determination Notice") stating the effective date of such certification, identification or other information reporting requirements, whether the Company will redeem the Notes or has elected to pay the additional amounts specified in the next paragraph, and (if applicable) the last date by which the redemption of the Notes must take place, as provided in the next sentence. If the Company redeems the Notes, such redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Company shall elect by notice to the Trustee. Notwithstanding the foregoing, the Company shall not so redeem the Notes if the Company or Texaco Inc., as the case may be, shall subsequently determine, not less than 30 days prior to the date fixed for redemption, that subsequent payments would not be subject to any such certification, identification or other information reporting requirement, in which case the Company shall publish prompt notice of such determination and any earlier redemption notice shall be revoked and of no further effect. If and so long as the certification, identification or other information reporting requirements referred to in the preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Company or Texaco Inc., as the case may be, may elect to pay as additional amounts such amounts as may be necessary so that every net payment made outside the United States following the effective date of such requirements by the Company or Texaco Inc., as the case may be, or any Paying Agent of principal or interest due in respect of any Note or any Coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence or identity of such beneficial owner be disclosed to the Company, Texaco Inc., any Paying Agent or any governmental authority, with respect to the payment of such additional amounts), after deduction or withholding for or on account of such backup withholding tax or similar charge (other than a backup withholding tax or similar charge that (i) would not be applicable in the circumstances referred to in the second parenthetical clause of the first sentence of the preceding paragraph, or (ii) is imposed as a result of presentation of such change Note or amendmentCoupon for payment more than 15 days after the date on which such payment becomes due and payable or on which payment thereof is duly provided for, whichever occurs later), will not be less than the amount provided for in such Note or Coupon to be then due and payable. In the event the Company or Texaco Inc., as the case may be, elects to pay any additional amounts pursuant to the applicable provisions of this paragraph, the Company shall have the right to redeem the Notes as a whole at any time pursuant to the provisions of the preceding paragraph and the redemption price of such Notes will not be reduced for applicable withholding taxes. If the Company or Texaco Inc., as the case may be, elects to pay additional amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Company will redeem the Notes as a whole, pursuant to the applicable provisions of the preceding paragraph.

Tax Redemption. Subject to the prior approval of FINMAThe Issuer may redeem all, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in partless than all, of the Notes at any time on giving not less than 30 nor more than 60 days’ notice to at 100% of the Holders and the Trustee, at the aggregate principal amount of the Notes being redeemedNotes, together with accrued and unpaid interest to, but excluding to the Redemption Dateapplicable redemption date, if it the Issuer or the any Guarantor is, has become or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below or Reimbursement Payments as a result of any change in, in or amendment to, to the laws (including any rules or regulations promulgated thereunder or any regulations treaties or rulings promulgated thereunderrulings) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, or any change in the application or amendment to any official application, administration or interpretation of such laws, regulations rules, regulations, treaties or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction), in each case, which change or amendment is officially announced by such Taxing Jurisdiction and becomes effective on or after the date hereofof the Offering Memorandum (or, and in the case of a Taxing Jurisdiction that did not become a Taxing Jurisdiction until after the Issue Date, on or after the later date on which such obligation cannot be avoided by Taxing Jurisdiction became a Taxing Jurisdiction under this Indenture) (each such change or amendment, a “Change in Tax Law”). Notwithstanding the Company taking reasonable measures available to itforegoing, provided that no such notice of any such redemption will be given earlier than 90 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledAmounts. Prior to the giving of any notice of redemption of Notes pursuant to this paragraph, the Company Issuer will deliver de- liver to the Trustee (a) an Officers’ Certificate stating that it the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Issuer so to redeem have occurredoccurred and that the obligation to pay Additional Amounts cannot be avoided by the taking of reasonable measures by the Issuer or the applicable Guarantor (for the avoidance of doubt, including, in the case of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes), and an (b) a written opinion of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Company Issuer or the applicable Guarantor is, has become or will would become obligated to pay such Additional Amounts as a result of such change or amendmentChange in Tax Law.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesThe Notes are redeemable, in whole but not in part, at the option of the Company at any time on giving time, upon not less than 30 nor more than 60 days’ notice ' prior written notice, mailed by first class mail to each Holder at its last address appearing in the Holders and register maintained by the TrusteeRegistrar of Notes, at 100% of the principal amount of the Notes being redeemedthereof, together with plus accrued and unpaid interest to, but excluding thereon to the Redemption Date, if it the Company or the any Guarantor has is or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below as a result of any a change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicableany Taxing Authority, or any political subdivision or taxing authority thereof or thereinchanges in, or amendment to, any change in official position regarding the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment is announced or becomes effective on or after the date hereofIssue Date; PROVIDED that the Company or such Guarantor determines, and in its business judgment, that the obligation to pay such obligation Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Company or such Guarantor (not including substitution of the obligor under the Notes); and PROVIDED, provided FURTHER, that (i) no such notice of redemption will may be given earlier than 90 days prior to the earliest date on which it the Company or such Guarantor would but for such redemption be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if or later than 270 days after the Company has given or such Guarantor first becomes liable to pay any Additional Amounts as a result of any changes in or amendments to laws, regulations or official positions described above and (ii) at the time such notice and a Restructuring Event occurs thereafteris given, but prior the Company's or such Guarantor's obligation to the tax redemption date, pay such tax redemption will be canceledAdditional Amounts remains in effect. Prior to the giving publication of any notice of redemption pursuant to this paragraphprovision, the Company will deliver to the Trustee (a) an Officers’ Officer's Certificate stating that it the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company so to redeem have occurred, occurred and (b) an opinion of independent legal counsel qualified under the laws of recognized standing the relevant jurisdiction to the effect that the Company or such Guarantor has or will become obligated to pay such Additional Amounts as a result of such amendment or change or amendmentas described above.

Tax Redemption. Subject to the prior approval of FINMAThe Issuer may redeem all, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in partless than all, of the Notes at any time on giving not less than 30 nor more than 60 days’ notice to at 100% of the Holders and the Trustee, at the aggregate principal amount of the Notes being redeemedNotes, together with accrued and unpaid interest to, but excluding to the Redemption Dateapplicable redemption date, if it the Issuer or the any Guarantor is, has become or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below or Reimburse- ment Payments as a result of any change in, in or amendment to, to the laws (including any rules or regulations promulgated thereunder or any regulations treaties or rulings promulgated thereunderrulings) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, or any change in the application or amendment to any official application, administration or interpretation of such laws, regulations rules, regulations, treaties or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdic- tion), in each case, which change or amendment is officially announced by such Taxing Jurisdiction and becomes effective on or after the date hereofof the Offering Memorandum (or, and in the case of a Taxing Jurisdic- tion that did not become a Taxing Jurisdiction until after the Issue Date, on or after the later date on which such obligation cannot be avoided by Taxing Jurisdiction became a Taxing Jurisdiction under this Indenture) (each such change or amendment, a “Change in Tax Law”). Notwithstanding the Company taking reasonable measures available to itforegoing, provided that no such notice of any such redemption will be given earlier than 90 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledAmounts. Prior to the giving of any notice of redemption of Notes pursuant to this paragraphsection, the Company Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Issuer so to redeem re- deem have occurredoccurred and that the obligation to pay Additional Amounts cannot be avoided by the taking of reasonable measures by the Issuer or the applicable Guarantor (for the avoidance of doubt, including, in the case of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes), and an opinion (b) a written opin- ion of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Company Is- xxxx or the applicable Guarantor is, has become or will would become obligated to pay such Additional Amounts as a result of such change or amendmentChange in Tax Law.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from (a) If the Company certifying the samedetermines (i) that it has become, the Company or will become, obligated to pay, on a date on which any amount may at its option redeem be payable with respect to the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below as a result of any an actual change in, or amendment to, the laws (or regulations of any regulations Relevant Taxing Jurisdiction or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any a change in any official position or the introduction of an official position regarding the application or official interpretation thereof (including a holding by a court of such laws, regulations or rulingscompetent jurisdiction), which change or amendment is publicly announced and becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction was not a Relevant Taxing Jurisdiction on the Issue Date, the date hereof, on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture) and (ii) that such obligation to pay Additional Amounts cannot be avoided by the Company taking reasonable measures available that, in the sole discretion of the Company, acting reasonably, would both avoid the obligation to itpay Additional Amounts and not result in any other material cost or other deleterious effect to the Company, provided that no then the Company may, at its option, redeem the Notes then outstanding, in whole but not in part, upon not less than 10 nor more than 60 days' notice (such notice of redemption will to be given earlier provided not more than 90 120 days prior to before the earliest next date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date and all Additional Amounts (if any) then due and that will become due on the redemption as a result of such change the redemption of otherwise (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or amendmentprior to the redemption date and Additional Amounts (if any) in respect thereof).

Tax Redemption. Subject to If (a) the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Issuer or any Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has becomes or will become obligated to pay Additional Amounts with respect to any Notes or any Guarantee (as described in respect Section 4.19 of the notes as described below Indenture) as a result of (1) any change in, or amendment to, the laws laws, treaties (or any including protocols), regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulingsa Relevant Tax Jurisdiction, which change or amendment is first publicly announced and becomes effective on or after the date hereofIssue Date (or, if the Relevant Tax Jurisdiction did not become a Relevant Tax Jurisdiction until a later date, after such later date) or (2) any change in the official interpretation or application of the laws, treaties (including protocols), regulations or rulings of a Relevant Tax Jurisdiction (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change is first publicly announced and becomes effective after the Issue Date (or, if the Relevant Tax Jurisdiction did not become a Relevant Tax Jurisdiction until a later date, after such later date), and (b) such obligation cannot be avoided by the Company Issuer’s taking reasonable measures available to itthe Issuer or any Guarantor (provided that changing the jurisdiction of the Issuer or any Guarantor is not a reasonable measure for this purpose), the Issuer may at its option, having given not less than 30 days’ notice to the holders of such Notes (which notice shall be irrevocable), redeem all, but not a portion of, the Notes at any time a price equal to their principal amount plus interest accrued to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), provided that no such notice of redemption will shall be given earlier than 90 60 days prior to the earliest date on which it the Issuer or any Guarantor would be obliged to pay such Additional Amounts were a payment in respect of the notes Notes then due); providedand provided further that in the case of a Guarantor, however, that no redemption shall be permitted under this section if the Company has given such notice and a Restructuring Event occurs thereafter, but prior Issuer or any other Guarantor can make payments on the Notes without the obligation to the tax redemption date, such tax redemption will be canceledpay Additional Amounts. Prior to the giving publication or, where relevant, mailing of any notice of redemption pursuant to this paragraph, the Company will Issuer shall deliver to the Trustee (i) an Officersofficers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement certificate of facts showing the Issuer certifying that the conditions precedent to its right to redeem have occurredrequirements described in clauses (a) and (b) above are satisfied, and (ii) an opinion of an independent counsel of recognized standing to the effect that the Company Issuer or any Guarantor has or will become obligated obliged to pay such Additional Amounts as a result of such a change or amendmentamendment described in clause (a) above. The Trustee shall accept, and will be entitled to conclusively rely on, such officers’ certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions described in clauses (a) and (b) above, and upon such acceptance by the Trustee the Issuer will be entitled to give notice of redemption hereunder and such notice of redemption will be conclusive and binding on the holders of the Notes.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company The Province may at its option redeem the Notes[Bonds] at any time, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice 100% of their outstanding principal amount, plus accrued and unpaid interest to the Holders Redemption Date and the Trustee, at the principal amount of the Notes being redeemed, together any Additional Amounts payable with accrued interest to, but excluding respect thereto to the Redemption Date, if it or (i) the Guarantor Province has or on the next Payment Date will become obligated to pay Additional Amounts in with respect of the notes as described below to such Securities as a result of any change in, or amendment to, the laws (or any regulations of Relevant Jurisdiction or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing governmental authority thereof or therein, therein having power to tax (other than the Province itself or a political subdivision of the Province) or any change in the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or occurs after the date hereof, of the Indenture and (ii) such obligation cannot be avoided by the Company Province taking reasonable measures available to it, provided that no such . No notice of redemption will shall be given earlier than 90 days prior to the earliest date on which it the Province would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as if a result payment in respect of such [Bonds] were then due. Prior to the publications or mailing of any notice of redemption of the [Bonds] as described above, the Province must deliver to the Trustee (a) an Opinion of Counsel of recognized standing stating that such Additional Amounts are payable due to a change in, or amendmentamendment to, the laws or regulations of a Relevant Jurisdiction or governmental authority thereof or therein having power to tax (other than the Province itself or a political subdivision of the Province) or any change in the application or official interpretation of such laws or regulations and (b) an Officers Certificate to the effect that the Province’s obligation to pay Additional Amounts cannot be avoided by the Province taking reasonable measures available to it and that all governmental approvals necessary for the Province to effect such redemption have been obtained and are in full force and effect or specifying any necessary approvals that have not been obtained.

Tax Redemption. Subject to If (a) the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Issuer or any Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has becomes or will become obligated to pay Additional Amounts with respect to any Notes or any Guarantee (as described in respect Section 4.21 of the notes as described below Indenture) as a result of (1) any change in, or amendment to, the laws laws, treaties (or any including protocols), regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulingsa Relevant Tax Jurisdiction, which change or amendment is first publicly announced and becomes effective on or after the date hereofIssue Date (or, if the Relevant Tax Jurisdiction did not become a Relevant Tax Jurisdiction until a later date, after such later date) or (2) any change in the official interpretation or application of the laws, treaties (including protocols), regulations or rulings of a Relevant Tax Jurisdiction (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change is first publicly announced and becomes effective after the Issue Date (or, if the Relevant Tax Jurisdiction did not become a Relevant Tax Jurisdiction until a later date, after such later date), and (b) such obligation cannot be avoided by the Company Issuer’s taking reasonable measures available to itthe Issuer or any Guarantor (provided that changing the jurisdiction of the Issuer or any Guarantor is not a reasonable measure for this purpose), the Issuer may at its option, having given not less than 30 days’ notice to the holders of such Notes (which notice shall be irrevocable), redeem all, but not a portion of, the Notes at any time a price equal to their principal amount plus interest accrued to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), provided that no such notice of redemption will shall be given earlier than 90 60 days prior to the earliest date on which it the Issuer or any Guarantor would be obliged to pay such Additional Amounts were a payment in respect of the notes Notes then due); providedand provided further that in the case of a Guarantor, however, that no redemption shall be permitted under this section if the Company has given such notice and a Restructuring Event occurs thereafter, but prior Issuer or any other Guarantor can make payments on the Notes without the obligation to the tax redemption date, such tax redemption will be canceledpay Additional Amounts. Prior to the giving publication or, where relevant, mailing of any notice of redemption pursuant to this paragraph, the Company will Issuer shall deliver to the Trustee (i) a certificate of an Officers’ Certificate officer of the Issuer stating that it the requirements described in clause (a) above is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurredsatisfied, and (ii) an opinion of an independent counsel of recognized standing to the effect that the Company Issuer or any Guarantor has or will become obligated obliged to pay such Additional Amounts as a result of such a change or amendmentamendment described in clause (a) above. The Trustee shall accept, and will be entitled to rely on, such certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions described in clause (a) above, and upon such acceptance by the Trustee the Issuer will be entitled to give notice of redemption hereunder and such notice of redemption will be conclusive and binding on the holders of the Notes.

Tax Redemption. Subject to the prior approval of FINMAThe Issuer may redeem all, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in partless than all, of the Notes at any time on giving not less than 30 nor more than 60 days’ notice to at 100% of the Holders and the Trustee, at the aggregate principal amount of the Notes being redeemedNotes, together with accrued and unpaid interest to, but excluding to the Redemption Dateapplicable redemption date, if it the Issuer or the any Guarantor is, has become or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below or Reimbursement Payments as a result of any change in, in or amendment to, to the laws (including any rules or regulations promulgated thereunder or any regulations treaties or rulings promulgated thereunderrulings) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, or any change in the application or amendment to any official application, administration or interpretation of such laws, regulations rules, regulations, treaties or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction), in each case, which change or amendment is officially announced by such Taxing Jurisdiction and becomes effective on or after the date hereofof the Offering Memorandum (or, and in the case of a Taxing Jurisdiction that did not become a Taxing Jurisdiction until after the Issue Date, on or after the later date on which such obligation cannot be avoided by Taxing Jurisdiction became a Taxing Jurisdiction under this Indenture) (each such change or amendment, a “Change in Tax Law”). Notwithstanding the Company taking reasonable measures available to itforegoing, provided that no such notice of any such redemption will be given earlier than 90 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledAmounts. Prior to the giving of any notice of redemption of Notes pursuant to this paragraph, the Company Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Issuer so to redeem have occurredoccurred and that the obligation to pay Additional Amounts cannot be avoided by the taking of reasonable measures by the Issuer or the applicable Guarantor (for the avoidance of doubt, including, in the case of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes), and an (b) a written opinion of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Company Issuer or the applicable Guarantor is, has become or will would become obligated to pay such Additional Amounts as a result of such change or amendmentChange in Tax Law.

Tax Redemption. Subject to the prior approval (a) If at any time as a result of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from a Change in Tax Law or Change in Listing Status the Company certifying has (or on the samenext Interest Payment Date or on the Maturity Date would) become obligated to make any Additional Payments in respect of any payment or delivery to a Holder on account of any of the Notes held by that Holder, the Company may has the right, at its option election upon giving a Redemption Notice to the affected Holder(s) pursuant to Section 16.02 of this Indenture, to redeem the Notesall, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice all, of the affected Notes held by such Holder(s) for a cash price equal to the Holders Redemption Price and the Trustee, at the principal amount all Additional Amounts (if any) then due and that will become due on such Redemption Date as a result of the Notes being redeemed, together with accrued Tax Redemption (as defined below) or otherwise (subject to the right of Holders on the relevant record date to receive interest to, but excluding due on an interest payment date that is prior to the Redemption Date, Date and Additional Amounts (if it or any) in respect thereof) (a “Tax Redemption”). The Company may not elect to redeem Notes pursuant to this Section 13.02(a) unless the Guarantor Company has or will become obligated delivered to the Trustee (x) an Officer’s Certificate attesting that the obligation to pay Additional Amounts in respect of the notes as described below as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation cannot reasonably be avoided by the Company taking reasonable measures available to itit (such measures to include, provided that no such notice of redemption will be given earlier than 90 days prior without limitation, to the earliest date extent reasonable in the circumstances, using reasonable endeavours to cause the Notes to become listed (within the meaning of that term as used at x.000 XXX) on which it would be obliged to pay such Additional Amounts were a payment in respect another “recognised stock exchange” within the meaning of the notes then due; provided, however, that if the Company has given such notice section 0000 XXX) and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and (y) an opinion of independent tax counsel of recognized standing to the effect that there has been such a Change in Tax Law or Change in Listing Status. The Trustee will be entitled to accept such Officer’s Certificate and opinion of independent tax counsel as sufficient evidence of the Company has or satisfaction of the conditions precedent described above, without further inquiry, in which event it will become obligated to pay such Additional Amounts as a result of such change or amendmentbe conclusive and binding on the Holders.

Tax Redemption. Subject to the prior approval of FINMAThe Issuer may redeem all, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in partless than all, of the Notes at any time on giving not less than 30 nor more than 60 days’ notice to at 100% of the Holders and the Trustee, at the aggregate principal amount of the Notes being redeemedNotes, together with accrued and unpaid interest to, but excluding excluding, the Redemption Dateapplicable redemption date, if it the Issuer or the any Guarantor is, has become or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below or Reimbursement Payments as a result of any change in, in or amendment to, to the laws (including any rules or regulations promulgated thereunder or any regulations treaties or rulings promulgated thereunderrulings) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, or any change in the application or amendment to any official application, administration or interpretation of such laws, regulations rules, regulations, treaties or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction), in each case, which change or amendment is officially announced by such Taxing Jurisdiction and becomes effective on or after the date hereofof the Offering Memorandum (or, and in the case of a Taxing Jurisdiction that did not become a Taxing Jurisdiction until after the Issue Date, on or after the later date on which such obligation cannot be avoided by Taxing Jurisdiction became a Taxing Jurisdiction under this Indenture) (each such change or amendment, a “Change in Tax Law”). Notwithstanding the Company taking reasonable measures available to itforegoing, provided that no such notice of any such redemption will be given earlier than 90 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledAmounts. Prior to the giving of any notice of redemption of Notes pursuant to this paragraphsection, the Company Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Issuer so to redeem have occurredoccurred and that the obligation to pay Additional Amounts cannot be avoided by the taking of reasonable measures by the Issuer or the applicable Guarantor (for the avoidance of doubt, including, in the case of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes), and an (b) a written opinion of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Company Issuer or the applicable Guarantor is, has become or will would become obligated to pay such Additional Amounts as a result of such change or amendmentChange in Tax Law.

Tax Redemption. Subject to the prior approval of FINMAThe Issuer may redeem all, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in partless than all, of the Notes at any time on giving not less than 30 nor more than 60 days’ notice to at 100% of the Holders and the Trustee, at the aggregate principal amount of the Notes being redeemedNotes, together with accrued and unpaid interest to, but excluding to the Redemption Dateapplicable redemption date, if it the Issuer or the any Guarantor is, has become or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below or Reimbursement Payments as a result of any change in, in or amendment to, to the laws (including any rules or regulations promulgated thereunder or any regulations treaties or rulings promulgated thereunderrulings) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, or any change in the application or amendment to any official application, administration or interpretation of such laws, regulations rules, regulations, treaties or rulingsrulings (including a holding, judgment or order by a court of competent ju- risdiction), in each case, which change or amendment is officially announced by such Taxing Jurisdiction and becomes effective on or after the date hereofof the Offering Memorandum (or, and in the case of a Taxing Juris- diction that did not become a Taxing Jurisdiction until after the Issue Date, on or after the later date on which such obligation cannot be avoided by Taxing Jurisdiction became a Taxing Jurisdiction under this Indenture) (each such change or amendment, a “Change in Tax Law”). Notwithstanding the Company taking reasonable measures available to itforegoing, provided that no such notice of any such redemption will be given earlier than 90 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledAmounts. Prior to the giving of any notice of redemption of notes pursuant to this paragraphsection, the Company Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it the Issuer is entitled to effect such redemption and setting set- ting forth a statement of facts showing that the conditions precedent to its the right of the Issuer so to redeem have occurredoccurred and that the obligation to pay Additional Amounts cannot be avoided by the taking of rea- sonable measures by the Issuer or the applicable Guarantor (for the avoidance of doubt, including, in the case of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not in- cluding assignment of the obligation to make payment with respect to the notes), and an (b) a written opinion of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Company Issuer or the applicable Guarantor is, has become or will would become obligated to pay such Additional Amounts as a result of such change or amendmentChange in Tax Law.

Tax Redemption. Subject to The Notes may be redeemed, at the prior approval option of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesCompany, in whole but not in part, at any time on upon giving not less than 30 15 nor more than 60 days’ written notice to the Holders and the Trustee(which notice shall be irrevocable) in accordance with Section 3.4 hereof, at a redemption price equal to 100% of the principal amount of thereof, plus accrued and unpaid interest, if any, to the Notes being redeemed, together with accrued interest to, but excluding date fixed by the Company for redemption (the “Tax Redemption Date”) if, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below as a result of (a) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of Switzerland a Relevant Taxing Jurisdiction affecting taxation (including a proposed change or Guernseyamendment that, if enacted, will be effective prior to the enactment date); or (b) any change in the existing official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application, administration or interpretation is announced or becomes effective on or after the Issue Date, the Company or any Subsidiary Guarantor, as applicablethe case may be, is, or on the next interest payment date would be, required to pay any Additional Amounts with respect to any payment due or becoming due under the Notes or this Indenture and such requirement cannot be avoided by the taking of reasonable measures by the Company or a Subsidiary Guarantor, as determined in good faith by the relevant Board of Directors. Prior to the publication and mailing of any notice of redemption of the notes pursuant to this Section 3.5, the Company will deliver to the Trustees an Opinion of Counsel reasonably acceptable to the Trustees and setting forth in reasonable detail the circumstances giving rise to such right of redemption pursuant to clause (a) or (b) above. The provisions described under this Section 3.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Company is organized or any political subdivision or taxing authority or agency thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation cannot be avoided by the Company taking reasonable measures available to it, provided . Any Notes that no such notice of redemption will be given earlier than 90 days prior to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption are redeemed pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change or amendmentSection 3.5 shall be cancelled.

Tax Redemption. Subject to the prior approval of FINMAThe Issuer may redeem all, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in partless than all, of the Notes at any time on giving not less than 30 nor more than 60 days’ notice to at 100% of the Holders and the Trustee, at the aggregate principal amount of the Notes being redeemedNotes, together with accrued and unpaid interest to, but excluding to the Redemption Dateapplicable redemption date, if it the Issuer or the any Guarantor is, has become or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below or Reimburse- ment Payments as a result of any change in, in or amendment to, to the laws (including any rules or regulations promulgated thereunder or any regulations treaties or rulings promulgated thereunderrulings) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, or any change in the application or amendment to any official application, administration or interpretation of such laws, regulations rules, regulations, treaties or rulingsrulings (including a holding, judgment or order by a court of competent jurisdiction), in each case, which change or amendment is officially announced by such Taxing Jurisdiction and becomes effective effec- tive on or after the date hereofof the Offering Memorandum (or, and in the case of a Taxing Jurisdiction that did not become a Taxing Jurisdiction until after the Issue Date, on or after the later date on which such obligation cannot be avoided by Taxing Jurisdiction became a Taxing Jurisdiction under this Indenture) (each such change or amendment, a “Change in Tax Law”). Notwithstanding the Company taking reasonable measures available to itforegoing, provided that no such notice of any such redemption will be given earlier than 90 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledAmounts. Prior to the giving of any notice of redemption of notes pursuant to this paragraphsection, the Company Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it the Issuer is entitled to effect such redemption and setting set- ting forth a statement of facts showing that the conditions precedent to its the right of the Issuer so to redeem have occurredoccurred and that the obligation to pay Additional Amounts cannot be avoided by the taking of rea- sonable measures by the Issuer or the applicable Guarantor (for the avoidance of doubt, including, in the case of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not in- cluding assignment of the obligation to make payment with respect to the notes), and an (b) a written opinion of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Company Issuer or the applicable Guarantor is, has become or will would become obligated to pay such Additional Amounts as a result of such change or amendmentChange in Tax Law.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has If (a) a Payor becomes or will become obligated to pay Additional Amounts in with respect of the notes as described below to any Notes pursuant to Section 4.9, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereina Relevant Jurisdiction, or any change in the application or official interpretation or application of such laws, the laws or regulations or rulingsof a Relevant Jurisdiction, which change or amendment becomes effective on or after April 28, 2020 (or, if the date hereofapplicable Relevant Jurisdiction became a Relevant Jurisdiction after April 28, 2020, such later date), and (b) such obligation cannot be avoided by the Company taking reasonable measures available to itthe Company, the Company may at its option, having given not less than 30 days’ notice to the Holders of the Notes (which notice shall be irrevocable), redeem all, but not a portion of, the Notes at any time at their principal amount together with interest accrued to, but excluding, the Redemption Date, provided that no such notice of redemption will shall be given earlier than 90 days prior to the earliest date on which it the Payor would be obliged to pay such Additional Amounts were a payment in respect of the notes Notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving publication of any notice of redemption pursuant to this paragraphSection 3.8, the Company will shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that it is entitled the requirements referred to effect such redemption in (a) and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred(b) above are satisfied, and (ii) an opinion Opinion of independent counsel of recognized standing Counsel to the effect that the Company Payor has or will become obligated obliged to pay such Additional Amounts as a result of such the change or amendment, in each case to be held by the Trustee and made available for viewing at the offices of the Trustee on written request by any Holder of the Notes. The Trustee will accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent pursuant to this Section 3.8, in which event it will be conclusive and binding on the Holders of the Notes. Unless the Company defaults in the payment of the Redemption Price, interest will cease to accrue on the Notes called for redemption on the applicable Redemption Date. Notes called for redemption become due on the date fixed for redemption. On and after such date, unless the Company defaults in payment of the Redemption Price on such date, interest ceases to accrue on the Notes called for such redemption. For Notes which are represented by global certificates held on behalf of Euroclear and/or Clearstream, notices may be given by delivery of the relevant notices to Euroclear and/or Clearstream for communication to entitled account holders in substitution for the notification method set out above. So long as any Notes are listed on the Official List of Euronext Dublin and admitted for trading on the Global Exchange Market thereof and the rules of Euronext Dublin so require, any such notice to the Holders of the relevant Notes shall also be published by the Company to the extent and in the manner permitted by such rules, posted on the official website of Euronext Dublin (wxx.xxx.xx) and, in connection with any redemption, the Company will notify Euronext Dublin of any change in the principal amount of Notes outstanding.

Tax Redemption. Subject to the prior approval of FINMAThe Issuer may redeem all, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in partless than all, of the Notes at any time on giving not less than 30 nor more than 60 days’ notice to at 100% of the Holders and the Trustee, at the aggregate principal amount of the Notes being redeemedNotes, together with accrued and unpaid interest to, but excluding excluding, the Redemption Dateapplicable redemption date, if it the Issuer or the any Guarantor is, has become or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below or Reimbursement Payments as a result of any change in, in or amendment to, to the laws (including any rules or regulations promulgated thereunder or any regulations treaties or rulings promulgated thereunderrulings) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, or any change in the application or amendment to any official application, administration or interpretation of such laws, regulations rules, regulations, treaties or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction), in each case, which change or amendment is officially announced by such Taxing Jurisdiction and becomes effective on or after the date hereofof the Offering Memorandum (or, and in the case of a Taxing Jurisdiction that did not become a Taxing Jurisdiction until after the Issue Date, on or after the later date on which such obligation cannot be avoided by Taxing Jurisdiction became a Taxing Jurisdiction under this Indenture) (each such change or amendment, a “Change in Tax Law”). Notwithstanding the Company taking reasonable measures available to itforegoing, provided that no such notice of any such redemption will be given earlier than 90 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledAmounts. Prior to the giving of any notice of redemption of Notes pursuant to this paragraph, the Company Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Issuer so to redeem have occurredoccurred and that the obligation to pay Additional Amounts cannot be avoided by the taking of reasonable measures by the Issuer or the applicable Guarantor (for the avoidance of doubt, including, in the case of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes), and an (b) a written opinion of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Company Issuer or the applicable Guarantor is, has become or will would become obligated to pay such Additional Amounts as a result of such change or amendmentChange in Tax Law.

Tax Redemption. Subject The Securities of any series may be redeemed, subject to any other terms set forth herein and in the prior approval of FINMA, if then required under Swiss laws Board Resolution or supplemental indenture pursuant to Section 3.01 and regulations applicable to the Guarantor from time to timein such Securities, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in a whole but not in part, at any time on giving the option of the Issuer, upon not less than 30 nor more than 60 days’ notice to the Holders Senior Trustee for such series of Securities and the TrusteeHolders of such Securities in writing, at a Redemption Price equal to 100% of the principal amount thereof (or, if the context so requires, such lesser amount in the case of the Notes being redeemedDiscounted Securities) (and premium, if any, thereon), together with accrued interest and unpaid interest, if any, thereon to, but excluding excluding, the Redemption Date, if it or the Guarantor has or will become obligated to pay and any Additional Amounts in respect thereon upon the occurrence of the notes as described below as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation cannot be avoided by the Company taking reasonable measures available to it, provided that no Tax Event. Any such notice of redemption will shall be given earlier than 90 days prior to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledirrevocable. Prior to the giving redemption of any series of Securities following the occurrence of a Tax Event, the Issuer shall be required, before it gives a notice of redemption pursuant redemption, to this paragraph, the Company will deliver to the Senior Trustee an Officers’ Certificate stating that it all conditions precedent to such redemption have been complied with and an Opinion of Counsel concluding that in the opinion of such counsel a Tax Event has occurred and the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to exercise its right of redemption in accordance with the terms of the Securities. If the Issuer provides an Opinion of Counsel in the appropriate jurisdiction, dated as of the date of the relevant event referred to redeem have occurredin the preceding paragraph, that no obligation to pay any Additional Amount aforesaid arises, then that Opinion of Counsel shall be final and an opinion binding, solely for purposes of independent counsel such paragraph, on the Issuer, the Senior Trustee and the Holders of recognized standing the Securities of any such series as to the effect that law of the Company has or will become obligated to pay such Additional Amounts as a result relevant jurisdiction at the date of such change or amendmentOpinion of Counsel.