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 (a) Except as provided below, the Senior Notes may not be redeemed prior to the prior approval of FINMAStated Maturity. Unless previously redeemed or repurchased and canceled, the Senior Notes will be repayable at par, including Additional Amounts, if then required under Swiss laws any, on the Stated Maturity, or such earlier date on which the same shall be due and regulations applicable payable in accordance with the terms and conditions of the Senior Notes. However, if the Stated Maturity is not a Business Day, the Senior Notes will be payable on the next succeeding Business Day and no interest shall accrue for the period from the Stated Maturity to the Guarantor from time to such payment date. (b) At any time, as evidenced by an Officers’ Certificate from the Company certifying Senior Notes will be redeemable at the same, the Company may at its option redeem the NotesCompany’s option, in whole but not in part, at any time a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, on giving not less than 30 nor more than 60 days’ notice to the Holders Trustee and to holders if: (i) 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 Company has or will become obligated to pay 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 (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, the United States or any political subdivision or any taxing authority thereof of or thereinin the United States affecting taxation, or any change in the application or amendment to an official interpretation application, interpretation, administration or enforcement of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after March 1, 2024, or (ii) any action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in the date hereofUnited States or any political subdivision or taxing authority of or in the United States, and including any of those actions specified in (i) above, whether or not such obligation cannot action was taken or brought with respect to the Company, or any change, clarification, amendment, application or interpretation of such laws, regulations or rulings shall be avoided by officially proposed, in any such case on or after March 1, 2024, which results in a substantial likelihood that the Company taking reasonable measures available will be required to itpay Additional Amounts on the next Interest Payment Date. However, provided that no such notice of redemption will shall be given earlier than 90 days prior to the earliest date on which it the Company would be, in the case of a redemption for the reasons specified in (i) above, or there would be obliged a substantial likelihood that the Company would be, in the case of a redemption for the reasons specified in (ii) above, obligated to pay such Additional Amounts were if a payment in respect of the notes Senior Notes were then due; provideddue 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 canceled. circumstance remains in effect. (c) Prior to the giving mailing of any notice of redemption pursuant to this paragraphsection, the Company will deliver to the Trustee Trustee: (i) 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 Company’s right so to redeem have occurred, and an and (ii) a written opinion of independent legal counsel of nationally 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 or that there is a substantial likelihood that the Company will be required to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation, as the case may be. Such notice, once delivered by the Company to the Trustee, will be irrevocable.

Tax Redemption. Subject to the prior approval Except as otherwise specified as contemplated by Section 3.1 for Securities 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 sameany series, the Company may Corporation may, at its option option, redeem the NotesSecurities of any series, in whole but not in part, at any time on giving upon not less than 30 days’ nor more than 60 days’ written notice to the Holders and the TrusteeHolders, which notice shall be given in accordance with Section 11.4, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date fixed for redemption (a “Tax Redemption Date”), premium, if any, and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Dateredemption, if it the Corporation determines that the Corporation is, or on the Guarantor has or will become next date on which any amount would be payable in respect of the Securities of such series, would be obligated to pay Additional Amounts in respect of the notes as described below Securities of such series pursuant to the terms and conditions thereof, which the Corporation cannot avoid by the use of commercially reasonable measures available to it as a result of of: (1) any change in, or amendment to, the laws (or any regulations regulations, treaties or rulings promulgated thereunder) 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, Relevant Taxing Jurisdiction which change or amendment becomes effective on or after the issuance date hereofor, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the issuance date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture; or (2) any change in, or amendment to, the official application, administration, or interpretation of the laws, regulations, treaties or rulings of any Relevant Taxing Jurisdiction, including, without limitation, by virtue of a holding, judgment, or order by a court of competent jurisdiction or published practice or revenue or administrative guidance or determination, on or after the issuance date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the issuance date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (each of the foregoing clauses (1) and such obligation cannot be avoided by the Company taking reasonable measures available to it(2), a “Change in Tax Law”), provided that no such notice of redemption the Corporation 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 also deliver to the U.S. Trustee an Officers’ Certificate Opinion of Counsel 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 Corporation would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. This Section 11.7 shall apply mutatis mutandis to any successor Person, after such change or amendmentsuccessor Person becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture.

Tax Redemption. Subject (a) The Securities will be subject to redemption by 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 NotesCompany, 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 100% of the Holders and the Trustee, at the outstanding principal amount of the Notes being redeemedSecurities, together with plus accrued and unpaid interest thereon to, but excluding excluding, the applicable Redemption DateDate (including any Additional Amounts) at any time prior to their maturity if, if it due to a Change in Tax Law (as defined below): (i) the Company or a Guarantor in accordance with the Guarantor has terms of the Securities or will a Guarantee has, or would, become obligated to pay pay, on the next date on which any amount would be payable with respect to the Securities or a Guarantee, any Additional Amounts in respect to the Holders of the notes as described below as a result of any change in, or amendment to, the laws Securities; and (or any regulations or rulings promulgated thereunderii) 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 such Guarantor or the Company taking reasonable measures available to itit (including, provided that in the case of a payment by a Guarantor, taking reasonable measures to have the Company or another Guarantor make the relevant payment if this would avoid the obligation to pay Additional Amounts). (b) In such case, the Company may redeem the Securities upon not less than 10 days nor more than 75 days’ notice provided, that, (i) no such notice of redemption will shall be given earlier than 90 days prior to the earliest date on which it the Company or such Guarantor, as the case may be, would be obliged obligated to pay any such Additional Amounts in respect of the Securities or applicable Guarantee and (ii) at the time such notice is given, such obligation to pay such Additional Amounts were a payment remains in respect of effect. The Company’s right to redeem the notes then due; provided, however, that if Securities pursuant to this Section 10.08 shall continue as long as the Company has given or a Guarantor is obligated to pay such notice and a Restructuring Event occurs thereafterAdditional Amounts, but prior to notwithstanding that the tax redemption dateCompany or such Guarantor, such tax redemption will be canceledas the case may be, shall have made payments of Additional Amounts. Prior to the giving of any such notice of redemption pursuant to this paragraphredemption, the Company will must deliver to the Trustee Trustee: (1) 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, ; and (2) an opinion Opinion of Counsel or an independent counsel accountant of recognized standing standing, selected by the Company or any Guarantor, as applicable, with respect to tax matters of the applicable Relevant Taxing Jurisdiction to the effect that the Company has or will such Guarantor has, or would, become obligated to pay such Additional Amounts as a result of such Change in Tax Law and the Trustee shall be entitled to accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent in which event they shall be conclusive and binding on the holders of the Securities. For the purposes of this Section 10.08, “Change in Tax Law” shall mean any changes in, or amendment to, any law of a Relevant Taxing Jurisdiction (including any regulations or rulings promulgated thereunder and including, for this purpose, any treaty entered into by the Relevant Taxing Jurisdiction) or any amendment to or change in the application or official interpretation (including judicial or administrative interpretation) of such law, which change or amendmentamendment becomes effective or, in the case of an official interpretation, is announced, on or after the date of this Indenture (or, if later, on or after the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction). Any redemption pursuant to this Section 10.08 shall be made, to the extent applicable, pursuant to the provisions of Sections 10.01 through 10.06. The foregoing provisions will apply mutatis mutandis to any successor person, after such successor person becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor person becomes a party to this Indenture.

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 (a) The Issuer may at its option redeem the Notes, in whole but not in part, at its option, at any time on upon giving not less than 30 10 nor more than 60 days’ prior notice to the Holders of the Notes and the Trustee, Trustee (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding excluding, the Tax Event Redemption Date, Date and all Additional Amounts (if it or the Guarantor has or any) then due and which will become obligated due on the Tax Event Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date occurring on or prior to the redemption date and Additional Amounts (if any) in respect thereof), if, on the next date on which any amount would be payable in respect of the Notes, the Issuer is or, based upon a Tax Opinion would be required 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, Notes and such obligation cannot be avoided avoid such payment obligation by the Company taking reasonable measures available to itthe Issuer, provided that no and such requirement arises as a result of a Change in Tax Law. (b) The Issuer will not give any such notice of redemption will be given earlier than 90 60 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were if a payment in respect of the notes Notes was then due; provided, however, that if and the Company has given obligation to pay Additional Amounts must be in effect at the time such notice and is given. Before the Issuer publishes or delivers 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 paragraphin respect of a Tax Event Redemption Date as described above, the Company Obligors 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 Issuer cannot avoid the obligation to pay such Additional Amounts by taking reasonable measures available to it and, if required, the Tax Opinion. Any notice of redemption shall otherwise be given pursuant to the procedures pursuant to ‎Section 3.02 of the Supplemental Indenture. The Trustee shall accept, and will be entitled to conclusively rely on, such Tax Opinion and such Officers’ Certificate as a result sufficient evidence of the existence and satisfaction of the conditions precedent described in Section 3.03(a)(i) or (ii) of the Supplemental Indenture, as applicable, and upon delivery of such change or amendmentTax Opinion and Officers’ Certificate to 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 (a) The Issuer may at its option redeem the Notes, in whole but not in part, at its option, at any time on upon giving not less than 30 10 nor more than 60 days’ prior notice to the Holders of the Notes and the Trustee, Trustee (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding excluding, the Redemption Date (“Tax Event Redemption Date, ”) and all Additional Amounts (if it or the Guarantor has or any) then due and which will become obligated due on the Tax Event Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date occurring on or prior to the redemption date and Additional Amounts (if any) in respect thereof), if, on the next date on which any amount would be payable in respect of the Notes, the Issuer is or, based upon an opinion of independent tax counsel of recognized standing in the relevant Tax Jurisdiction (any such opinion, a “Tax Opinion”), would be required to pay Additional Amounts in respect of the notes as described below Notes and cannot avoid such payment obligation by taking reasonable measures available to the Issuer, and such requirement arises as a result of of: (i) any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland a relevant Tax Jurisdiction, which change or Guernsey, as applicableamendment is announced and becomes effective after the Issue Date; or (ii) any amendment to, or any political subdivision change in, an official written interpretation or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which amendment or change or amendment is announced and becomes effective on or after the date hereofIssue Date (any such amendment or change described in Section 3.03(a)(i) or (ii), and such obligation cana “Change in Tax Law”). (b) The Issuer will not be avoided by the Company taking reasonable measures available to it, provided that no give any such notice of redemption will be given earlier than 90 60 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were if a payment in respect of the notes Notes was then due; provided, however, that if and the Company has given obligation to pay Additional Amounts must be in effect at the time such notice and is given. Before the Issuer publishes or delivers 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 in respect of a Tax Event Redemption Date as described in this paragraphSection 3.03, the Company Obligors 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 Issuer cannot avoid the obligation to pay such Additional Amounts by taking reasonable measures available to it and, if required, the opinion of independent tax counsel described above. Any notice of redemption shall otherwise be given pursuant to the procedures pursuant to ‎Section 3.02 hereof. The Trustee shall accept, and will be entitled to conclusively rely on, such an Opinion of Counsel and such Officers’ Certificate as a result sufficient evidence of the existence and satisfaction of the conditions precedent described in Section 3.03(a)(i) or (ii) above, as applicable, and upon delivery of such change or amendmentOpinion of Counsel and Officers’ Certificate to 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 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 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 (1) the Guarantor has or will become obligated to pay Additional Amounts in respect of 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 Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustees a result of such change or amendmentcertificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms.

Tax Redemption. Subject (a) Except as provided below, the Senior Notes may not be redeemed prior to the prior approval of FINMAStated Maturity. Unless previously redeemed or repurchased and canceled, the Senior Notes will be repayable at par, including Additional Amounts, if then required under Swiss laws any, on the Stated Maturity, or such earlier date on which the same shall be due and regulations applicable payable in accordance with the terms and conditions of the Senior Notes. However, if the Stated Maturity is not a Business Day, the Senior Notes will be payable on the next succeeding Business Day and no interest shall accrue for the period from the Stated Maturity to the Guarantor from time to such payment date. (b) At any time, as evidenced by an Officers’ Certificate from the Company certifying Senior Notes will be redeemable at the same, the Company may at its option redeem the NotesCompany’s option, in whole but not in part, at any time a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, on giving not less than 30 nor more than 60 days’ notice to the Holders Trustee and to holders if: (i) 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 Company has or will become obligated to pay 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 (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, the United States or any political subdivision or any taxing authority thereof of or thereinin the United States affecting taxation, or any change in the application or amendment to an official interpretation application, interpretation, administration or enforcement of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after May 16, 2019, or (ii) any action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in the date hereofUnited States or any political subdivision or taxing authority of or in the United States, and including any of those actions specified in (i) above, whether or not such obligation cannot action was taken or brought with respect to the Company, or any change, clarification, amendment, application or interpretation of such laws, regulations or rulings shall be avoided by officially proposed, in any such case on or after May 16, 2019, which results in a substantial likelihood that the Company taking reasonable measures available will be required to itpay Additional Amounts on the next Interest Payment Date. However, provided that no such notice of redemption will shall be given earlier than 90 days prior to the earliest date on which it the Company would be, in the case of a redemption for the reasons specified in (i) above, or there would be obliged a substantial likelihood that the Company would be, in the case of a redemption for the reasons specified in (ii) above, obligated to pay such Additional Amounts were if a payment in respect of the notes Senior Notes were then due; provideddue 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 canceled. circumstance remains in effect. (c) Prior to the giving mailing of any notice of redemption pursuant to this paragraphsection, the Company will deliver to the Trustee Trustee: (i) 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 Company’s right so to redeem have occurred, and an and (ii) a written opinion of independent legal counsel of nationally 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 or that there is a substantial likelihood that the Company will be required to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation, as the case may be. Such notice, once delivered by the Company to the Trustee, will be irrevocable.

Tax Redemption. Subject to the prior approval of FINMAIf, 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, in or amendment to, to the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, any Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, in any Taxing Jurisdiction 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 or, in the case of a change in official position, is announced on or after the date hereofissuance of the Notes, the Issuer or the Guarantor (or any of their respective successors), as the case may be, is or will be obligated to pay any Additional Tax Amount with respect to the Notes (of any series thereof), and if the Issuer or the Guarantor (or any of their respective successors), as the case may be, determines that such obligation cannot be avoided by the Company Issuer or the Guarantor (or any of their respective successors), as the case may be, after taking reasonable measures available to it, provided then at the option of the Issuer or the Guarantor (or any of their respective successors), as the case may be, the Notes (of any series thereof) may be redeemed in whole, but not in part, at any time, upon the giving not less than 10 days’ nor more than 60 days’ notice to the Trustee and the Holders of such Notes, at the Redemption Price; provided, however, that (1) no such notice of such tax redemption will may 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; providedIssuer or the Guarantor (or their respective successors), howeveras the case may be, that if the Company has given such notice and a Restructuring Event occurs thereafterwould, but prior to the tax redemption datefor such redemption, 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 Tax Amounts as were a result of payment on such change or amendmentNotes then due, and (2) at the time such notice is given, such obligation to pay such Additional Tax Amounts remains in effect.

Tax Redemption. Subject to the prior approval of FINMA(a) If, 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, in or amendment to, to the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, any Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, in any Taxing Jurisdiction 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 or, in the case of a change in official position, is announced on or after the date hereofof this Supplemental Indenture, the Issuer or the Guarantor (or any of their respective successors), as the case may be, is or will be obligated to pay any Additional Tax Amounts with respect to the Notes (or any series thereof), and if the Issuer or the Guarantor (or any of their respective successors), as the case may be, determines that such obligation cannot be avoided by the Company Issuer or the Guarantor (or any of their respective successors), as the case may be, after taking reasonable measures available to it, provided then at the option of the Issuer or the Guarantor (or any of their respective successors), as the case may be, the Notes (or any series thereof) may be redeemed in whole, but not in part, at any time, upon the giving not less than 10 days’ nor more than 60 days’ notice to the Trustee and the Holders of such Notes, at the Redemption Price; provided, however, that (1) no such notice of such tax redemption will may be given earlier than 90 days prior to the earliest date on which it would the Issuer or the Guarantor (or their respective successors), as the case may be, would, but for such redemption, be obliged obligated to pay such Additional Tax Amounts were a payment on such Notes then due, and (2) at the time such notice is given, such obligation to pay such Additional Tax Amounts remains in respect effect. The notice of tax redemption shall be given by the Issuer or, at the Issuer’s request delivered to the Trustee at least five Business Days before the date such notice is to be given to Holders (unless a shorter period shall be acceptable to the Trustee), by the Trustee in the name and at the expense of the notes then due; provided, however, that if the Company has given such notice and Issuer. (b) Not less than five Business Days (unless a Restructuring Event occurs thereafter, but prior shorter period shall be acceptable to the tax redemption date, such tax redemption will be canceled. Prior to the giving of Trustee) before any notice of tax redemption pursuant to this paragraphSection 4.4(a) is given to the Trustee or the Holders of the Notes (or any series thereof), the Company will Issuer or the Guarantor (or their respective successors), as the case may be, shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that it the Issuer or the Guarantor (or their respective successors), as the case may be, 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 or the Guarantor (or their respective successors), as the case may be, to so redeem have occurred, occurred or have been satisfied and (ii) an opinion of independent legal counsel of recognized standing to that effect based on the effect that statement of facts. Such notice, once given to the Company has or will become obligated to pay such Additional Amounts as a result of such change or amendmentTrustee, shall be irrevocable.

Tax Redemption. Subject Except as otherwise provided by Section 3.01 with respect to the prior approval any series of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to Securities: (a) Each series of Securities may be redeemed at any time, as evidenced by an Officers’ Certificate from at the Company certifying option of the same, the Company may at its option redeem the NotesIssuer, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ upon notice to the Holders and the Trusteeas described in Section 4.03, at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, together with accrued interest and unpaid interest, if any, to, but excluding not including, the Redemption DateDate 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, in or amendment to, to the laws (of a Relevant Taxing Jurisdiction 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 official interpretation or official interpretation application of such laws, regulations or rulings, which change or amendment (i) in the case of the Guarantor or the Issuer becomes effective on or after the date hereofof the Prospectus Supplement, and (ii) in the case of any successor to the Guarantor or the Issuer that is organized or tax resident in a jurisdiction that is not a Relevant Taxing Jurisdiction as of the original issue date of the Securities becomes effective on or after the date such successor assumes the Guarantor’s or the Issuer’s obligations, as applicable, under the Securities and this Indenture, (i) the Issuer is or would be required on the next succeeding due date for a payment with respect to the Securities to pay Additional Amounts with respect to the Securities pursuant to Section 6.08; or (ii) the Guarantor is or would be unable, for reasons outside its control, on the next succeeding due date for a payment with respect to the Securities to procure payment by the Issuer, and with respect to a payment due or to become due under the Guarantee or this Indenture, as the case may be, the Guarantor is or would be required on the next succeeding due date for a payment with respect to the Securities to pay Additional Amounts pursuant to Section 6.08; or (iii) any payment to the Issuer by the Guarantor or any wholly-owned subsidiary of the Guarantor to enable the Issuer to make payment of interest or Additional Amounts, if any, on the Securities is or would be on the next succeeding due date for a payment with respect to the Securities subject to withholding or deduction for taxes imposed by a Relevant Taxing Jurisdiction or any authority therein or thereof having power to tax; and such obligation cannot be avoided by the Company taking use of reasonable measures available to itthe Guarantor or the Issuer, provided that no such notice of redemption will be given earlier than 90 days prior as the case may be. (b) Notwithstanding anything to the earliest date on which it would be obliged to pay such contrary herein, the Guarantor, the Issuer or any successor person may not redeem the Securities in the case that Additional Amounts were a payment are payable in respect of the notes then due; provided, however, that if the Company has given such notice and PRC withholding tax at a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving rate 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 10% or will become obligated to pay such Additional Amounts less solely as a result of the Guarantor, the Issuer or a successor person being considered a PRC tax resident under the PRC Enterprise Income Tax Law. (c) From and after the Redemption Date, if moneys for the redemption of such change or amendmentSecurities shall have been made available as provided in this Indenture for redemption on the Redemption Date, the Securities shall cease to bear interest, and the only right of the Holders of the Securities shall be to receive payment of the Redemption Price and interest accrued to the Redemption Date.

Tax Redemption. Subject to Each series of Notes is also redeemable by 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 NotesCompany, in whole but not in part, at 100% of the principal amount of such Notes plus any accrued and unpaid interest (including any Additional Amounts) to the applicable Redemption Date at the Company’s option at any time on giving prior to their maturity if, due to a Change in Tax Law (as defined below): (i) the Company or any Guarantor, in accordance with the terms of the applicable Notes or applicable Guarantee, has, or would, become obligated to pay any Additional Amounts to the Holders of the Notes of that series; (ii) in the case of any Guarantor, (A) the Parent would be unable, for reasons outside its control, to procure payment by the Company or any other Guarantor or (B) the procuring of such payment by the Company and each such other Guarantor would be subject to withholding Taxes imposed by a Relevant Taxing Jurisdiction; and (iii) such obligation cannot otherwise be avoided by such Guarantor, the Parent or the Company, taking reasonable measures available to it. In such case, the Company may redeem the applicable Notes upon not less than 30 nor more than 60 days’ notice to the Holders and the Trusteeas provided in Section 3.03, at 100% of the principal amount of the such Notes being redeemed, together with plus accrued and unpaid interest to, but excluding to the Redemption Date, if it or the Guarantor has or will become obligated to pay Date (including 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, Amounts); provided that (i) no such notice of redemption will shall be given earlier than 90 days prior to the earliest date on which it the Company or such Guarantor, as the case may be, would be obliged obligated to pay any such Additional Amounts in respect of the applicable Notes or applicable Guarantee, as applicable, then due; and (ii) at the time such notice is given, such obligation to pay such Additional Amounts were a payment remains in respect of effect. The Company’s right to redeem the notes then due; provided, however, that if applicable Notes shall continue as long as the Company has given or any Guarantor is obligated to pay such notice and a Restructuring Event occurs thereafterAdditional Amounts, but prior to notwithstanding that the tax redemption dateCompany or such Guarantor, such tax redemption will be canceledas the case may be, shall have made payments of Additional Amounts. Prior to the giving of any such notice of redemption pursuant to this paragraphredemption, the Company will must deliver to the Trustee Trustee: (i) 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 to so redeem have occurred, ; and (ii) an opinion of independent counsel or an independent accountant of recognized standing standing, selected by the Company or any Guarantor, as applicable, with respect to tax matters of the Relevant Taxing Jurisdiction to the effect that the Company has or will such Guarantor has, or would, become obligated to pay such Additional Amounts as a result of such change or amendmentChange in Tax Law.

Tax Redemption. Subject Except as otherwise provided by Section 3.01 with respect to the prior approval any series of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to Securities: (a) Each series of Securities may be redeemed at any time, as evidenced by an Officers’ Certificate from at the Company certifying option of the same, the Company may at its option redeem the NotesIssuer, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ upon notice to the Holders and the Trusteeas described in Section 4.03, at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, together with accrued interest and unpaid interest, if any, to, but excluding not including, the Redemption DateDate 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, in or amendment to, to the laws (of a Relevant Taxing Jurisdiction with respect to the Guarantor or the Issuer 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 official interpretation or official interpretation application of such laws, regulations or rulings, which change or amendment (i) in the case of the Guarantor or the Issuer becomes effective on or after the date hereofof the Prospectus Supplement, and (ii) in the case of any successor to the Guarantor or the Issuer that is organized or tax resident in a jurisdiction that is not a Relevant Taxing Jurisdiction with respect to the Guarantor or the Issuer as of the original issue date of the Securities becomes effective on or after the date such successor assumes the Guarantor’s or the Issuer’s obligations, as applicable, under the Securities and this Indenture, (i) the Issuer is or would be required on the next succeeding due date for a payment with respect to the Securities to pay Additional Amounts with respect to the Securities pursuant to Section 6.08; or (ii) the Guarantor is or would be unable, for reasons outside its control, on the next succeeding due date for a payment with respect to the Securities to procure payment by the Issuer, and with respect to a payment due or to become due under the Guarantee or this Indenture, as the case may be, the Guarantor is or would be required on the next succeeding due date for a payment with respect to the Securities to pay Additional Amounts pursuant to Section 6.08; or (iii) any payment to the Issuer by the Guarantor or any wholly-owned subsidiary of the Guarantor to enable the Issuer to make payment of interest or Additional Amounts, if any, on the Securities is or would be on the next succeeding due date for a payment with respect to the Securities subject to withholding or deduction for taxes imposed by a relevant taxing jurisdiction or any authority therein or thereof having power to tax; and such obligation cannot be avoided by the Company taking use of reasonable measures available to itthe Guarantor or the Issuer, provided that no such notice of redemption will be given earlier than 90 days prior as the case may be. (b) Notwithstanding anything to the earliest date on which it would be obliged to pay such contrary herein, the Guarantor, the Issuer or any successor person may not redeem the Securities in the case that Additional Amounts were a payment are payable in respect of the notes then due; provided, however, that if the Company has given such notice and PRC withholding tax at a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving rate 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 10% or will become obligated to pay such Additional Amounts less solely as a result of the Guarantor, the Issuer or a successor person being considered a PRC tax resident under the PRC Enterprise Income Tax Law. (c) From and after the Redemption Date, if moneys for the redemption of such change or amendmentSecurities shall have been made available as provided in this Indenture for redemption on the Redemption Date, the Securities shall cease to bear interest, and the only right of the Holders of the Securities shall be to receive payment of the Redemption Price and interest accrued to the Redemption Date.

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 (a) The Company may at its option redeem the Notes, in whole but not in part, at its option, at any time on upon giving not less than 30 nor more than 60 days’ prior notice to the Holders of the Notes and the Trustee, Trustee (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding excluding, the date of redemption (“Tax Event Redemption Date, ”) and all Additional Amounts (if it or the Guarantor has or any) then due and which will become obligated due on the Tax Event Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date and Additional Amounts (if any) in respect thereof), if, on the next date on which any amount would be payable in respect of the notes, the Company is or, based upon an opinion of independent tax counsel of recognized standing in the relevant Tax Jurisdiction (any such opinion, a “Tax Opinion”), would be required to pay Additional Amounts in respect of the notes as described below Notes and cannot avoid such payment obligation by taking reasonable measures available to the Company, and such requirement arises as a result of of: (i) any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland a relevant Tax Jurisdiction, which change or Guernsey, as applicableamendment is announced and becomes effective after the Issue Date; or (ii) any amendment to, or any political subdivision change in, an official written interpretation or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which amendment or change or amendment is announced and becomes effective on or after the date hereofIssue Date (any such amendment or change described in Section 3.03(a)(i) or (ii), and such obligation cana “Change in Tax Law”). (b) The Company will not be avoided by the Company taking reasonable measures available to it, provided that no give any such notice of redemption will be given earlier than 90 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 Notes was then due; provided, however, that if and the obligation to pay Additional Amounts must be in effect at the time such notice is given. Before the Company has given such notice and publishes or delivers 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 in respect of a Tax Event Redemption Date as described in this paragraphSection 3.03, 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 cannot avoid the obligation to pay such Additional Amounts by taking reasonable measures available to it and, if required, the opinion of independent tax counsel described above. Any notice of redemption shall otherwise be given pursuant to the procedures pursuant to Section 3.02 hereof. The Trustee shall accept, and will be entitled to conclusively rely on, such an opinion of counsel and such Officers’ Certificate as a result sufficient evidence of the existence and satisfaction of the conditions precedent described in Section 3.03(a)(i) or (ii) above, as applicable, and upon delivery of such change or amendmentopinion of counsel and Officers’ Certificate to the Trustee the Company 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, 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 to The Notes may be redeemed at 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 NotesIssuer’s option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, together with interest accrued and unpaid to the date fixed for redemption, at any time time, on giving not less than 30 10 nor more than 60 days’ notice to in accordance with “Notice of Redemption” below if: (a) 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 Issuer has or will become obligated to pay 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 (or any regulations or rulings promulgated thereunderof the United States or any political subdivision or any taxing authority of or in the United States affecting taxation, or any change in or amendment to an official application, or interpretation of such laws, regulations or rulings (including by virtue of a holding of a court of competent jurisdiction), which change or amendment is announced and becomes effective on or after April 30, 2024, or (b) any action shall have been taken by a taxing authority, or any decision has been rendered by a court of Switzerland or Guernseycompetent jurisdiction, as applicable, in the United States or any political subdivision or taxing authority thereof of or thereinin the United States, including any such actions specified in (a) above, whether or not such action was taken or brought, or such decision was rendered, with respect to the Issuer, in any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective case on or after April 30, 2024, which action or decision results in a substantial likelihood that the date hereofIssuer will be required to pay Additional Amounts on the next interest payment date. However, 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 (1) earlier than 90 days prior to the earliest date on which it the Issuer would be, in the case of a redemption for the reasons specified in (a) above, or on which there would be obliged a substantial likelihood that the Issuer would be, in the case of a redemption for the reasons specified in (b) above, obligated to pay such Additional Amounts were if a payment in respect of the notes Notes were then due; provideddue and (2) unless, 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 canceledcircumstances remain in effect. Prior to the giving publication of any notice of redemption pursuant to this paragraphsection, the Company Issuer will deliver to the Trustee an Officers’ Certificate Trustee: (1) a certificate signed by one of the Issuer’s duly authorized officers 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 Issuer’s right to redeem have occurred, and an and (2) in the case of a redemption for the reasons specified in (a) or (b) above, a written opinion of independent legal counsel of recognized standing to the effect that the Company Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendmentamendment or that there is a substantial likelihood that the Issuer will be required to pay such Additional Amounts as a result of such action or decision, as the case may be. Such notice, once delivered by the Issuer to the Trustee, will be irrevocable.

Tax Redemption. Subject to The Notes may be redeemed at 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 NotesIssuer’s option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, together with interest accrued and unpaid to the date fixed for redemption, at any time time, on giving not less than 30 10 nor more than 60 days’ notice to in accordance with “Notice of Redemption” below if: (a) 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 Issuer has or will become obligated to pay 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 (or any regulations or rulings promulgated thereunderof the United States or any political subdivision or any taxing authority of or in the United States affecting taxation, or any change in or amendment to an official application, or interpretation of such laws, regulations or rulings (including by virtue of a holding of a court of competent jurisdiction), which change or amendment is announced and becomes effective on or after February 4, 2025, or (b) any action shall have been taken by a taxing authority, or any decision has been rendered by a court of Switzerland or Guernseycompetent jurisdiction, as applicable, in the United States or any political subdivision or taxing authority thereof of or thereinin the United States, including any such actions specified in (a) above, whether or not such action was taken or brought, or such decision was rendered, with respect to the Issuer, in any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective case on or after February 4, 2025, which action or decision results in a substantial likelihood that the date hereofIssuer will be required to pay Additional Amounts on the next interest payment date. However, 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 (1) earlier than 90 days prior to the earliest date on which it the Issuer would be, in the case of a redemption for the reasons specified in (a) above, or on which there would be obliged a substantial likelihood that the Issuer would be, in the case of a redemption for the reasons specified in (b) above, obligated to pay such Additional Amounts were if a payment in respect of the notes Notes were then due; provideddue and (2) unless, 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 canceledcircumstances remain in effect. Prior to the giving publication of any notice of redemption pursuant to this paragraphsection, the Company Issuer will deliver to the Trustee an Officers’ Certificate Trustee: (1) a certificate signed by one of the Issuer’s duly authorized officers 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 Issuer’s right to redeem have occurred, and an and (2) in the case of a redemption for the reasons specified in (a) or (b) above, a written opinion of independent legal counsel of recognized standing to the effect that the Company Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendmentamendment or that there is a substantial likelihood that the Issuer will be required to pay such Additional Amounts as a result of such action or decision, as the case may be. Such notice, once delivered by the Issuer to the Trustee, will be irrevocable.

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 (a) The Company may at its option redeem the Notes, in whole but not in part, at its option, at any time on upon giving not less than 30 nor more than 60 days’ prior notice to the Holders of the Notes and the Trustee, Trustee (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding excluding, the Tax Event Redemption Date, Date and all Additional Amounts (if it or the Guarantor has or any) then due and which will become obligated due on the Tax Event Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date and Additional Amounts (if any) in respect thereof), if, on the next date on which any amount would be payable in respect of the Notes, the Company is or, based upon a Tax Opinion would be required 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, Notes and such obligation cannot be avoided avoid such payment obligation by the Company taking reasonable measures available to itthe Company, provided that no and such requirement arises as a result of a Change in Tax Law. (b) The Company will not give any such notice of redemption will be given earlier than 90 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 Notes was then due; provided, however, that if and the obligation to pay Additional Amounts must be in effect at the time such notice is given. Before the Company has given such notice and publishes or delivers 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 paragraphin respect of a Tax Event Redemption Date as described above, 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 cannot avoid the obligation to pay such Additional Amounts by taking reasonable measures available to it and, if required, the Tax Opinion. Any notice of redemption shall otherwise be given pursuant to the procedures pursuant to Section 3.02 of the Supplemental Indenture. The Trustee shall accept, and will be entitled to conclusively rely on, such Tax Opinion and such Officers’ Certificate as a result sufficient evidence of the existence and satisfaction of the conditions precedent described in Section 3.03(a)(i) or (ii) of the Supplemental Indenture, as applicable, and upon delivery of such change or amendmentTax Opinion and Officers’ Certificate to the Trustee the Company 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 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.

Tax Redemption. Subject (a) If as a result of: (i) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which is announced and becomes effective after the Successor Date (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date); or (ii) any amendment to, or change in, the official application or official interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction which is announced and becomes effective after the Successor Date (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date), a Foreign Successor Issuer would be obligated to pay, on the next date for any payment and as a result of that amendment or change, Additional Amounts or indemnification payments pursuant to Section 4.24 hereof with respect to the prior approval Relevant Taxing Jurisdiction, which such Foreign Successor Issuer reasonably determines it cannot avoid by the use of FINMAreasonable measures available to it, if then required under Swiss laws and regulations applicable to the Guarantor from time to timesuch Foreign Successor Issuer may redeem all, as evidenced by an Officers’ Certificate from the Company certifying the samebut not less than all, the Company may at its option redeem of the Notes, in whole but not in part, at any time on giving thereafter, upon not less than 30 nor more than 60 days’ notice to the Holders Trustee and the Trusteeto each Holder of Notes to be redeemed, at the a redemption price of 100% of their 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 will become obligated to pay Additional Amounts in respect such payments result from a permitted merger that constitutes a Change of the notes as described below as a result Control, 101% of any change intheir principal amount), or amendment toplus accrued and unpaid interest, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernseyif any, 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 described in this paragraph, the Company a Foreign Successor Issuer will deliver to the Trustee Trustee: (i) an Officers’ Certificate of such Foreign Successor Issuer stating that it is entitled the obligation to effect pay the Additional Amounts or indemnification payments cannot be avoided by such redemption and setting forth Foreign Successor Issuer’s taking reasonable measures available to it; and (ii) a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an written opinion of independent legal counsel to such Foreign Successor Issuer of recognized standing to the effect that the Company such Foreign Successor Issuer has or will become obligated to pay such Additional Amounts or indemnification payments as a result of a change, amendment, official interpretation or application described above. (b) A Foreign Successor Issuer will publish a notice of any optional redemption of the Notes described above in accordance with Section 3.03, 3.04 and 3.05 hereof. No such change notice of redemption may be given more than 60 days before the Foreign Successor Issuer first becomes liable to pay any Additional Amount or amendmentother payments under Section 4.24.

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 NotesSecurities of a particular series, in whole but not in part, at its discretion at any time on upon giving not less than 30 10 nor more than 60 days’ prior notice to the Holders of such Securities (which notice will be irrevocable and given in accordance with the Trusteeprocedures described in Section 3.02), at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemedthereof, together with accrued interest to, but excluding the Redemption Dateand unpaid interest, if it or any, to but not including the Guarantor has or redemption date, and all Additional Amounts (if any) then due and which will become obligated to pay Additional Amounts in respect of due on the notes as described below redemption date as a result of the redemption or otherwise, if on the next date on which any amount would be payable in respect of such Securities, the Company (or any Guarantor with respect to any Guarantee) is or would be required to pay Additional Amounts, and the Company (or any Guarantor with respect to any Guarantee) cannot avoid any such payment obligation by taking reasonable measures available to it (including, without limitation, making payment through a paying agent located in another jurisdiction or, in the case of a payment by any Guarantor, by having such payment be made by the Company or another Guarantor that can make such payment without the obligation to pay Additional Amounts), and the requirement arises as a result of: (a) any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunderthereunder of a relevant Taxing Jurisdiction which change or amendment is announced and becomes effective on or after the Issue Date of such Securities (or, if the applicable Taxing Jurisdiction became a Taxing Jurisdiction on a date after the Issue Date of such Securities, such later date); or (b) of Switzerland or Guernsey, as applicableany amendment to, or any political subdivision change in, an official written interpretation or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice) which amendment or change or amendment is announced and becomes effective on or after the Issue Date of such Securities (or, if the applicable Taxing Jurisdiction became a Taxing Jurisdiction on a date hereofafter the Issue Date of such Securities, such later date) (each of the foregoing clauses (a) and such obligation can(b), a “Change in Tax Law”). The Company will not be avoided by the Company taking reasonable measures available to it, provided that no give any such notice of redemption will be given earlier than 90 60 days prior to the earliest date on which it the Company (or any Guarantor with respect to any Guarantee) would be obliged obligated to pay make such of Additional Amounts were if a payment in respect of the notes Securities of such series were then due; provided, however, that if and the Company has given obligation to pay Additional Amounts must be in effect at the time such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledis given. Prior to the giving delivery of any notice of redemption of the Securities of any series pursuant to this paragraphthe foregoing, the Company will deliver to the Trustee (a) an Officers’ Officer’s Certificate stating that it is entitled the obligation to effect pay such redemption Additional Amounts cannot be avoided by the Company (or any Guarantor with respect to any Guarantee) taking reasonable measures available to it; and setting forth a statement (b) an Opinion of facts showing that Counsel from independent tax counsel qualified under the conditions precedent to its right to redeem have occurred, and an opinion laws of independent counsel of recognized standing the relevant Taxing Jurisdiction to the effect that the Company (or any Guarantor with respect to any Guarantee) has or will become obligated to pay such Additional Amounts as a result of a Change in Tax Law. The Trustee will accept and shall be entitled to rely on such change or amendmentOfficer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Tax Redemption. Subject (a) If, as a result of any amendment to, or change in, the laws (or any rules or regulation thereunder) of any Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation or application of such laws, rules or regulations, which amendment or change of such laws, rules or regulations becomes effective on or after the prior approval date of FINMAthis Supplemental Indenture, if then required under Swiss laws and regulations applicable to the Issuer or the Guarantor from time to time(or its successor), as evidenced the case may be, will be obligated to pay any Additional Tax Amount, with respect to either series of Notes, and if such obligation cannot be avoided by an Officers’ Certificate from the Company certifying Issuer or the sameGuarantor (or its successor), after taking measures it considers reasonable to avoid it, then at the option of the Issuer or the Guarantor (or its successor), as the case may be, the Company Notes of such series may at its option redeem the Notesbe redeemed in whole, in whole but not in part, at any time time, on giving not less than 30 20 nor more than 60 days’ notice to the Holders Trustee and the TrusteeHolders of such Notes, at the principal amount of the Notes being redeemed, together with Redemption Price plus accrued and unpaid interest to, up to but excluding not including the Redemption DateDate and any Additional Tax Amounts which would otherwise be payable; provided, 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 inhowever, or amendment to, the laws that (or any regulations or rulings promulgated thereunder1) 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 no notice 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 tax redemption will may be given earlier than 90 days prior to the earliest date on which it the Issuer or the Guarantor (or its successor), as the case may be, would but for such redemption be obliged obligated to pay such Additional Tax Amounts were a payment in respect of the notes on such Notes then due; provided, however, that if and (2) at the Company has given time such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption dateis given, such tax redemption will be canceled. Prior obligation to the giving of pay such Additional Tax Amounts remains in effect. (b) Before any notice of tax redemption pursuant to this paragraphSection 4.4(a) is given to the Trustee or the Holders of the Notes of the relevant series, the Company will Issuer or the Guarantor (or its successor), as the case may be, shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that it the Issuer or the Guarantor (or its successor), is entitled to effect such redemption and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or the Guarantor (or its right successor) so to redeem have occurred, occurred or been satisfied and (ii) an opinion of independent counsel of recognized standing to the effect that the Company Issuer or the Guarantor (or its successor) has or will shall become obligated to pay such Additional Tax Amounts as a result of such a change or amendmentamendment described in Section 4.4(a). Such notice, once given to the Trustee, shall be irrevocable.

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 (a) The Company may at its option redeem the Notes, in whole but not in part, at its option, at any time on upon giving not less than 30 nor more than 60 days’ prior notice to the Holders of the Notes and the Trustee, Trustee (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding excluding, the Redemption Date (“Tax Event Redemption Date, ”) and all Additional Amounts (if it or the Guarantor has or any) then due and which will become obligated due on the Tax Event Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date occurring on or prior to the redemption date and Additional Amounts (if any) in respect thereof), if, on the next date on which any amount would be payable in respect of the Notes, the Company is or, based upon an opinion of independent tax counsel of recognized standing in the relevant Tax Jurisdiction (any such opinion, a “Tax Opinion”), would be required to pay Additional Amounts in respect of the notes as described below Notes and cannot avoid such payment obligation by taking reasonable measures available to the Company, and such requirement arises as a result of of: (i) any amendment to, or change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland a relevant Tax Jurisdiction, which change or Guernsey, as applicableamendment is announced and becomes effective after the Issue Date; or (ii) any amendment to, or any political subdivision change in, an official written interpretation or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which amendment or change or amendment is announced and becomes effective on or after the date hereofIssue Date (any such amendment or change described in Section 3.03(a)(i) or (ii), and such obligation cana “Change in Tax Law”). (b) The Company will not be avoided by the Company taking reasonable measures available to it, provided that no give any such notice of redemption will be given earlier than 90 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 Notes was then due; provided, however, that if and the obligation to pay Additional Amounts must be in effect at the time such notice is given. Before the Company has given such notice and publishes or delivers 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 in respect of a Tax Event Redemption Date as described in this paragraphSection 3.03, 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 cannot avoid the obligation to pay such Additional Amounts by taking reasonable measures available to it and, if required, the opinion of independent tax counsel described above. Any notice of redemption shall otherwise be given pursuant to the procedures pursuant to Section 3.02 hereof. The Trustee shall accept, and will be entitled to conclusively rely on, such an opinion of counsel and such Officers’ Certificate as a result sufficient evidence of the existence and satisfaction of the conditions precedent described in Section 3.03(a)(i) or (ii) above, as applicable, and upon delivery of such change or amendmentopinion of counsel and Officers’ Certificate to the Trustee the Company 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(a) The 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, may redeem all but not part of the Notes, in whole but not in part, at any time on giving upon not less than 30 15 nor more than 60 days’ prior notice at a redemption price equal to 100% of the Holders and the Trustee, at the aggregate principal amount of the Notes being redeemedthereof, together with accrued interest and unpaid interest, if any, to, but excluding not including, the date fixed by the Company for redemption (a “Tax Redemption Date, ”) and all Additional Amounts (if it or the Guarantor has or any) then due and which will become obligated due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if, due to a Change in Tax Law, the Company, in accordance with the terms of the Notes, would become obligated, on the next date on which any amount would be payable with respect to the Notes, to pay to the Holder or beneficial owner of any Note any Additional Amounts, and the Company cannot avoid any such payment obligation by taking reasonable measures available (including making payment through a paying agent located in another jurisdiction). (b) Notice of the Company’s intent to redeem the Notes pursuant to the provisions set forth in Section 3.09(a) shall not be effective until such time as the Company delivers to the Trustee both: (i) a certificate signed by two of its Authorized Officers stating that the Company cannot avoid its 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 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 (including making payment through a payment paying agent located in respect of the notes then dueanother jurisdiction); 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 (ii) an opinion of independent legal counsel of recognized standing reasonably acceptable to the effect Trustee and qualified to practice law in the relevant Taxing Jurisdiction stating that the Company has or will become applicable Payor is obligated to pay such Additional Amounts because of a Change in Tax Law. The Trustee will accept and shall be entitled to rely on such certificate and opinion of counsel as a result sufficient evidence of the existence and satisfaction of the conditions set forth in Section 3.09(a), which will be conclusive and binding on the Holders. (c) This Section 3.09 will apply mutatis mutandis to any Surviving Entity and any jurisdiction in which any such Surviving Entity is incorporated or organized or engaged in business or resident for tax purposes or any jurisdiction from or through which payment is made by or on behalf of such change Surviving Entity on the Notes, and any political subdivision thereof or amendmenttherein. (d) Any redemption pursuant to Section 3.09 shall be made pursuant to the provisions of Section 3.01 through 3.06.

Tax Redemption. Subject to the prior approval of FINMAIf, 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 of: (1) any amendment to, or change in, or amendment to, the laws or treaties (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, Relevant Taxing Jurisdiction which change or amendment is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date); or (2) any amendment to, or change in, the existing official position or the introduction of an official position regarding the application, interpretation, administration or assessing practices of any such laws, regulations or rulings of any Relevant Taxing Jurisdiction, or a judicial decision rendered by a court of competent jurisdiction (whether or not made, taken or reached with respect to the Company) which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does not become a Relevant Taxing Jurisdiction until a later date, such later date), the Company has become or will become obligated to pay, on the next date hereofon which any amount would be payable with respect to the Notes, and such obligation Additional Amounts or indemnification payments as described under Section 2.05 with respect to the Relevant Taxing Jurisdiction, which payment the Company cannot be avoided by avoid with the Company taking use of reasonable measures available to itit (including making payment through a paying agent located in another jurisdiction), provided that no such then the Company may, at its option, redeem all but not less than all of the Notes, upon not more than 60 days’ notice of redemption will be given earlier than 90 days prior to the earliest date on which it the Company would be obliged required to pay such Additional Amounts were a payment in respect of or indemnification payments, at 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 canceledRedemption Price. Prior to the giving of any notice of redemption pursuant to described in this paragraphSection 9.02, the Company will shall deliver to the U.S. Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement Opinion of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing Counsel to the effect that the Company has or will become obligated to pay such Additional Amounts or indemnification payments as a result of an amendment or change as set forth in this Section 9.02. 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. The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of the Indenture, and such change acceleration has not been rescinded, on or amendmentprior to the Redemption Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price with respect to such Notes).

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 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 Section 1109 of the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to timeBase Indenture, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem it relates to the Notes, is hereby amended to read in whole its entirety as follows: The Notes will be subject to redemption in whole, but not in part, at the option of the Company, at any time time, on giving not less than 30 15 nor more than 60 days’ notice to the Holders and the Trusteeprior written notice, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemedthereof, together with accrued and unpaid interest thereon to, but excluding excluding, the Redemption Date, if it in the event that the Company has become or the Guarantor has or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to any such Notes, any Additional Amounts in respect of the notes as described below as a result of any an amendment to or change in, or amendment to, in the laws (or including any regulations or rulings promulgated thereunder) of Switzerland Canada (or Guernseyany province, as applicableterritory or political subdivision thereof), or any political subdivision amendment to or taxing authority thereof or therein, or any change in any official position regarding the application or official interpretation of such lawslaws or regulations, regulations or rulingsjudicial decision interpreting such laws or regulations, which amendment, change or amendment judicial decision is announced or becomes effective on or after the date hereof, of the applicable prospectus by which such Notes are offered and such obligation cannot sold. No redemption shall be avoided by made pursuant to this paragraph unless: (i) the Company taking reasonable measures available to it, provided shall have received an Opinion of Counsel that no such notice of redemption Additional Amounts will be given earlier than 90 days prior to payable on the earliest next payment 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 such Notes; (ii) 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 shall have delivered to the Trustee an Officers’ Certificate stating that it the Company is entitled to effect redeem 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 Notes pursuant to the effect that terms of such Notes; and (iii) at the Company has or will become obligated time such notice of redemption is given, such obligation to pay such Additional Amounts as a result of such change or amendmentremains in effect.

Tax Redemption. Subject (a) If the Company becomes, or will become, obligated to pay, on the next date on which any amount may be payable with respect to the prior approval Notes, any Additional Amounts as a result of FINMAan actual change (or a change in legislation proposed by the Minister of Finance of Canada or any similar authority that, if then required under Swiss laws and regulations applicable enacted, will be effective prior to the Guarantor from time enactment date) in, or amendment to, the laws or regulations of any Relevant Taxing Jurisdiction or a change in any official written position or the introduction of a new official written position regarding the application or interpretation thereof (including by virtue of a holding by a court of competent jurisdiction), which change or amendment is publicly announced and becomes effective after the Issue Date (or if the applicable Relevant Taxing Jurisdiction first became a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date), and such obligations to timepay Additional Amounts cannot be avoided by reasonable measures available to the Company, as evidenced by an Officers’ Certificate from then the Company certifying the samemay, the Company may at its option option, redeem the NotesNotes then outstanding, in whole but not in part, at any time on giving upon not less than 30 10 nor more than 60 days’ notice (such notice to be provided not more than 90 days before the Holders and the Trusteefirst date on which it would be obligated to pay Additional Amounts if a payment were then due), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, together with plus accrued interest and unpaid interest, if any, to, but excluding excluding, the Redemption Dateredemption date (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 prior to the redemption date), if it or and any Additional Amounts then due. (b) In the Guarantor has event that the Company elects to redeem the Notes pursuant to the provisions set forth in Section 3.09(a), the Company shall deliver to the Trustee (1) an Officer’s Certificate stating that the Company is 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 obligations to pay Additional Amounts cannot be avoided by the Company taking reasonable measures available to it, provided the Company because of an amendment to or change in law or regulation or position as described in this Section 3.09; and (2) a written legal opinion of independent tax counsel of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably acceptable to the Trustee to the effect that no the Company is or will become obligated to pay such Additional Amounts or indemnification payments because of such amendment or change. Notice of the Company’s intent to redeem the Notes pursuant to this Section 3.09 shall not be effective until such time as it delivers to the Trustee (1) such Officer’s Certificate stating that the Company is or will become obligated to pay Additional Amounts and such obligations to pay Additional Amounts cannot be avoided by reasonable measures available to the Company because of an amendment to or change in law or regulation or position as described in this Section 3.09; and (2) a written legal opinion of independent tax counsel of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably acceptable to the Trustee to the effect that the Company is or will become obligated to pay such Additional Amounts or indemnification payments because of such amendment or change. (c) Any redemption pursuant to Section 3.09 shall be made pursuant to the provisions of Section 3.01 through 3.06. Any notice of redemption will to redeem the Notes pursuant to this Section 3.09 shall not 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 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 amendmentNotes.

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 (a) The Company may at its option redeem the Notes, in whole but not in part, at its option, at any time on upon giving not less than 30 nor more than 60 days’ prior notice to the Holders of the Notes and the Trustee, Trustee (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding excluding, the Tax Event Redemption Date, Date and all Additional Amounts (if it or the Guarantor has or any) then due and which will become obligated due on the Tax Event Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date occurring on or prior to the redemption date and Additional Amounts (if any) in respect thereof), if, on the next date on which any amount would be payable in respect of the Notes, the Company is or, based upon a Tax Opinion would be required 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, Notes and such obligation cannot be avoided avoid such payment obligation by the Company taking reasonable measures available to itthe Company, provided that no and such requirement arises as a result of a Change in Tax Law. (b) The Company will not give any such notice of redemption will be given earlier than 90 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 Notes was then due; provided, however, that if and the obligation to pay Additional Amounts must be in effect at the time such notice is given. Before the Company has given such notice and publishes or delivers 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 paragraphin respect of a Tax Event Redemption Date as described above, 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 cannot avoid the obligation to pay such Additional Amounts by taking reasonable measures available to it and, if required, the Tax Opinion. Any notice of redemption shall otherwise be given pursuant to the procedures pursuant to Section 3.02 of the Supplemental Indenture. The Trustee shall accept, and will be entitled to conclusively rely on, such Tax Opinion and such Officers’ Certificate as a result sufficient evidence of the existence and satisfaction of the conditions precedent described in Section 3.03(a)(i) or (ii) of the Supplemental Indenture, as applicable, and upon delivery of such change or amendmentTax Opinion and Officers’ Certificate to the Trustee the Company 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 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 Issuer shall have the right to the prior approval of FINMAredeem 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 toto the applicable redemption date, but excluding if: (a) the Redemption Date, if it Issuer or the 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 jurisdiction), which change or amendment is announced or becomes effective on or after the date hereofIssue Date; or (b) as a result of any change in or amendment to the income tax laws of Canada or the United States or any province, and such obligation canterritory, state or political subdivision thereof or any authority or agency thereof or therein having power to tax (each, a "Relevant Jurisdiction") or any rules, regulations or rulings thereunder or any official application, administration or interpretation thereof, including a judicial decision by a court of competent jurisdiction (collectively "Relevant Jurisdiction Tax Law"), which becomes effective on or after the Issue Date, the Issuer determines it is more likely than not that it or any of its partners will be avoided by denied a current deduction in whole or in part in calculating its income tax liability in the Company taking reasonable measures available Relevant Jurisdiction for any portion of the interest paid to it, unrelated Holders or beneficial owners of the Notes; provided that no such the Issuer shall have delivered to the Trustee, at least 15 days prior to the date that notice of redemption is given, an opinion of a nationally recognized law firm in the Relevant Jurisdiction confirming that the Issuer or any partners of the Issuer will more likely than not be denied such deduction as a result of such change or amendment in the Relevant Jurisdiction Tax Law; and a notice specifying the date of redemption of the Notes shall have been given to the Holders not less than 30 days nor more than 60 days prior to the date specified for redemption (notwithstanding the foregoing, no notice of redemption shall be given earlier than 90 days prior to the earliest effective 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 amendmentchange).

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 The Company shall have the option 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 NotesSecurities of any series, in whole but not in part, at any time on prior to the maturity date of the principal of the Securities of any series, upon the giving of not less than 30 ten (10) nor more than 60 sixty (60) days’ notice of tax redemption to the Holders and the TrusteeHolders, at a redemption price equal to the principal amount thereof plus accrued but unpaid interest to the date of redemption (except Original Issue Discount Securities may be redeemed at the Notes being redeemedredemption price specified by the terms of each series of such Securities), together if, with accrued interest torespect to such series: (a) the Company determines that, 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 of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunderthereunder of a Relevant Taxing Jurisdiction; or (2) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application official application, administration or official written interpretation of such laws, regulations or rulings, which change or amendment becomes effective or, in the case of an interpretation, is announced on or after the issue date hereofof the Securities or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantee relating to such Securities, the Company or the Guarantor, as applicable, would be required to pay Additional Amounts with respect to such series of Securities or the Guarantee relating to such Securities on the next succeeding Interest Payment Date and the payment of such obligation Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Company or the Guarantor, provided as applicable; or (b) the Company determines, based upon an opinion of independent counsel of recognized standing that, as a result of any action taken by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction in, a Relevant Taxing Jurisdiction, which action is taken or brought on or after the issue date of the Securities or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantee relating to such Securities under the laws of a jurisdiction other than a Relevant Taxing Jurisdiction, with respect to taxes imposed by such other jurisdiction, there is a substantial probability that the circumstances described above would exist. (c) Notwithstanding any other provision of this Indenture, no such notice of redemption will pursuant to clause (a) or (b) of this Section 3.02 may be given earlier than 90 ninety (90) days prior to the earliest date on which it the Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor would be obliged obligated to pay such Additional Amounts were a as contemplated by clause (a) or (b), as the case may be. (d) The Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall also pay to each Holder, or make available for payment in respect to each such Holder, on the redemption date any Additional Amounts resulting from the payment 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. price. (e) Prior to the giving delivery of any notice of redemption pursuant to this paragraphSection 3.02, the Company will or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that it the Company or the Guarantor, as applicable, is entitled to effect such or cause a redemption and setting forth a statement of facts showing that the conditions precedent to its of the right so to redeem or cause such redemption have occurred, occurred and (ii) an opinion of independent counsel of recognized standing to the effect that the Company there has or will become obligated to pay such Additional Amounts as a result of been such change or amendmentamendment that would entitle the Company to redeem the Securities under this Indenture. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent described in this Section 3.02, in which event it shall be conclusive and binding on the Holders of the Securities being redeemed. The foregoing provisions under this Section 3.02 shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Company or the Guarantor, as the case may be, is incorporated or organized or tax resident or any political subdivision or taxing authority or agency thereof or therein; provided that if on the date of the succession the taxing jurisdiction is not already a Relevant Taxing Jurisdiction, the change or amendment of law becomes effective (or the announcement of the official interpretation is announced) after that date.

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 The Issuer is entitled 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, at its option, at any time 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 100% of the principal amount thereof, plus accrued and unpaid interest and all Additional Amounts (if any), to the date of redemption (subject to the Notes being redeemedright of holders of record on the relevant record date to receive interest due on the relevant interest payment date), together with accrued interest to, but excluding in the Redemption Date, if it or event the 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 with respect to the Notes of the notes as described below such series as a result of: (1) a change in or an amendment to the laws (including any regulations, protocols or rulings promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (2) any change in, in or amendment to, or the laws (introduction of, any official position regarding the application, administration 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 regulations, treaties or rulingsrulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date hereof, Issue Date and the Guarantor cannot avoid such obligation cannot be avoided by the Company taking reasonable measures available to it; provided, provided that for this purpose reasonable measures shall not include any change in the Guarantor’s jurisdiction of organization or location of its principal executive office. Notice of such redemption (which notice shall be irrevocable) shall be delivered electronically or mailed by first-class mail, postage prepaid, at least 10 but not more than 60 days before the redemption date to each holder of the Notes at such holder’s registered address or otherwise in accordance with the Applicable Procedures. Notwithstanding the foregoing, no such notice of redemption will be given (i) earlier than 90 days prior to the earliest date on which it the Guarantor would be obliged to make such payment of Additional Amounts and (ii) unless at the time such notice is given, such obligation to pay such Additional Amounts were a payment remains in respect of effect. Before 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 Issuer mails or delivers notice of redemption pursuant to of any series of the Notes as described above in this paragraphSection 5(b), the Company Issuer will deliver to the Trustee an Officers’ Officer’s Certificate stating that the Guarantor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it is entitled to effect such redemption and setting forth a statement of facts showing that the all conditions precedent to its right to redeem the redemption have occurred, and been complied with. The Issuer will also deliver an opinion Opinion of independent counsel of recognized standing Counsel to the effect that the Company has or will become Guarantor would be obligated to pay such Additional Amounts as a result of a change in tax laws or regulations or a new application or interpretation of such change laws or amendmentregulations (as described in (1) or (2) in the first paragraph above in this Section 5(b)) and that all conditions precedent to the redemption have been complied with. The foregoing will apply, mutatis mutandis, to any jurisdiction in which any successor to the Guarantor is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

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 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 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 the TrusteeSecurity Register, 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 Authority, or any political subdivision or taxing authority thereof or thereinchanges in, or amendment to, any change in official position of any governmental authority, Taxing Authority, or regulatory authority 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 (1) 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 (2) 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 canceled. Additional Amounts remains in effect. (b) Prior to the giving publication of any notice of redemption pursuant to this paragraphprovision, the Company will deliver to the Trustee (1) 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 (2) 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 The Issuer is entitled 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, at its option, at any time 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 100% of the principal amount thereof, plus accrued and unpaid interest and all Additional Amounts (if any), to the date of redemption (subject to the Notes being redeemedright of holders of record on the relevant record date to receive interest due on the relevant interest payment date), together with accrued interest to, but excluding in the Redemption Date, if it or event the 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 with respect of to the notes as described below Notes as a result of: (1) a change in or an amendment to the laws (including any regulations, protocols or rulings promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (2) any change in, in or amendment to, or the laws (introduction of, any official position regarding the application, administration 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 regulations, treaties or rulingsrulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date hereof, Issue Date and the Guarantor cannot avoid such obligation cannot be avoided by the Company taking reasonable measures available to it; provided, provided that for this purpose reasonable measures shall not include any change in the Guarantor’s jurisdiction of organization or location of its principal executive office. Notice of such redemption (which notice shall be irrevocable) shall be delivered electronically or mailed by first-class mail, postage prepaid, at least 10 but not more than 60 days before the redemption date to each holder of the Notes at such holder’s registered address or otherwise in accordance with the Applicable Procedures. Notwithstanding the foregoing, no such notice of redemption will be given (i) earlier than 90 days prior to the earliest date on which it the Guarantor would be obliged to make such payment of Additional Amounts and (ii) unless at the time such notice is given, such obligation to pay such Additional Amounts were a payment remains in respect of effect. Before 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 Issuer mails or delivers notice of redemption pursuant to of the Notes as described above in this paragraphSection 5(b), the Company Issuer will deliver to the Trustee an Officers’ Officer’s Certificate stating that the Guarantor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it is entitled to effect such redemption and setting forth a statement of facts showing that the all conditions precedent to its right to redeem the redemption have occurred, and been complied with. The Issuer will also deliver an opinion Opinion of independent counsel of recognized standing Counsel to the effect that the Company has or will become Guarantor would be obligated to pay such Additional Amounts as a result of a change in tax laws or regulations or a new application or interpretation of such change laws or amendmentregulations (as described in (1) or (2) in the first paragraph above in this Section 5(b)) and that all conditions precedent to the redemption have been complied with. The foregoing will apply, mutatis mutandis, to any jurisdiction in which any successor to the Guarantor is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.

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 to the prior approval Except as otherwise specified as contemplated by Section 3.1 for Securities 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 sameany series, the Company may Corporation may, at its option option, redeem the NotesSecurities of any series, in whole but not in part, at any time on giving upon not less than 30 days’ nor more than 60 days’ written notice to the Holders and the TrusteeHolders, which notice shall be given in accordance with Section 11.4, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date fixed for redemption (a “Tax Redemption Date”), premium, if any, and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Dateredemption or otherwise, if it the Corporation determines that the Corporation is, or on the Guarantor has or will become next date on which any amount would be payable in respect of the Securities of such series, would be obligated to pay Additional Amounts in respect of the notes as described below Securities of such series pursuant to the terms and conditions thereof, which the Corporation cannot avoid by the use of reasonable measures available to it, including making payment through a payment agent located in another jurisdiction, as a result of of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) 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, Relevant Taxing Jurisdiction affecting taxation which change or amendment becomes effective on or after the issuance date hereofor, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the issuance date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture; or (2) any change in, or amendment to, the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction, including by virtue of a holding, judgment, or order by a court of competent jurisdiction or change in published practice or revenue guidance, on or after the issuance date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the issuance date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (each of the foregoing clauses (1) and such obligation cannot be avoided by the Company taking reasonable measures available to it(2), a “Change in Tax Law”), provided that no such notice of redemption the Corporation 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 also deliver to the U.S. Trustee an Officers’ Certificate Opinion of Counsel 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 Corporation would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. Notwithstanding the foregoing, the Corporation may not redeem the Securities of any series under this Section 11.7 if the Change in Tax Law obliging the Corporation to pay Additional Amounts was (i) officially announced by the Relevant Taxing Jurisdiction’s tax authority or a court, including, for the avoidance of doubt, an announcement by or on behalf of the Minister of Finance (Canada) or any provincial or territorial counterpart or (ii) validly enacted into law by the Relevant Taxing Jurisdiction, in each case, prior to the issuance date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the issuance date, the date on which such change or amendmentRelevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture. This Section 11.7 shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture.

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 (a) The Issuer may at its option redeem the Notes, in Notes of a series as a whole but not in part, at its option at any time on prior to maturity, upon the giving not less than 30 nor more than 60 days’ of a written notice of redemption to the Holders and holders, with a copy to the Trustee, at if it determines that, as a result of: (i) any change in or amendment to the principal amount laws, or any regulations or rulings promulgated under the laws, of a Relevant Jurisdiction (as defined in Section 5.03) 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, (b) which change or amendment is announced and becomes effective after the Issue Date (or, but excluding if the Redemption Relevant Jurisdiction becomes a Relevant Jurisdiction on a date after the Issue Date, if it after such later date) (each of the foregoing, a “Change in Tax Law”), the Issuer or the any Guarantor has is or will become obligated to pay Additional Amounts in with respect to the Notes of such series or the notes as described below as a result of any change inNote Guarantees on the next succeeding interest payment date, or amendment to, the laws pursuant to Section 5.03 (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 but in the application case of a Guarantor, only if the payments giving rise to such obligation cannot be made by the Issuer or official interpretation another Guarantor without the obligation to pay Additional Amounts) and the 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 Issuer or the Guarantor. The redemption price will be equal to 100% of the principal amount of the Notes of such series plus accrued and unpaid interest to but excluding the date fixed for redemption (a “Tax Redemption Date”), provided that no and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes of such series on any record date occurring prior to the Tax Redemption Date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof). 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 mailed by first-class mail to each Holder’s registered address, or delivered electronically if held by any depositary in accordance with such depositary’s customary procedures, not less than 90 15 nor more than 60 days prior to the earliest date on which it the Issuer 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 of a series 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 canceled. given unless, at the time such notification of redemption is given, such obligation to pay such Additional Amounts remains in effect. (c) Prior to giving the giving of any notice of redemption pursuant to this paragraphtax redemption, the Company Issuer will deliver to the Trustee an Officers’ Certificate Trustee: (i) a certificate signed by a duly authorized officer stating that it the Issuer 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 Issuer to so redeem have occurred, and ; and (ii) an opinion of independent tax counsel of recognized standing qualified under the laws of the Relevant Jurisdiction, selected by the Issuer, to the effect that the Company has Issuer is or will become would be obligated to pay such Additional Amounts as a result of such change or amendmenta Change in Tax Law. (d) The foregoing provisions shall apply mutatis mutandis to any successor to the Issuer.

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. (b) Within 30 days of any Tax Redemption Offer Triggering Event, the Company shall (a) cause a notice of the Tax Redemption Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States, (b) cause a notice to be published in a leading Luxembourg newspaper (so long as the Notes are then listed on the Luxembourg Stock Exchange) and (c) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at the address appearing in the register maintained by the Registrar or the Principal Paying Agent, a notice stating: (i) that the Tax Redemption Offer is being made pursuant to this covenant and that all Notes tendered will be accepted for payment; (ii) the Tax Redemption Offer Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Tax Redemption Offer Payment Date")); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Tax Redemption Offer Purchase Price, any Notes accepted for payment pursuant to the Tax Redemption Offer shall cease to accrue interest after the Tax Redemption Offer Payment Date; (v) that Holders accepting the offer to have their Notes purchased pursuant to a Tax Redemption Offer will be required to surrender the Notes to the Principal Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Tax Redemption Offer Payment Date; (vi) that Holders will be entitled to withdraw their acceptance if the Principal Paying Agent receives, not later than the close of business on the third Business Day preceding the Tax Redemption Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased; (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (viii) any other procedures that a Holder must follow to accept a Tax Redemption Offer or effect withdrawal of such acceptance; and (ix) the name and address of the Principal Paying Agent. On the Tax Redemption Offer Payment Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof properly tendered pursuant to the Tax Redemption Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered, and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Principal Paying Agent shall promptly mail to each Holder so accepted payment in an amount equal to the purchase price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of (pound)1,000 and integral multiples thereof.

Tax Redemption. Subject (a) If, as a result of any amendment to, or change in, the laws (or any rules or regulation thereunder) of any Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation or application of such laws, rules or regulations, which amendment or change of such laws, rules or regulations becomes effective on or after the prior approval date of FINMAthis Supplemental Indenture, if then required under Swiss laws and regulations applicable to the Issuer or the Guarantor from time to time(or its successor), as evidenced by an Officers’ Certificate from the Company certifying the samecase may be, the Company may at its option redeem will be obligated to pay any Additional Tax Amount with respect to the Notes, and if such obligation cannot be avoided by the Issuer or the Guarantor (or its successor), after taking measures it considers reasonable to avoid it, then at the option of the Issuer or the Guarantor (or its successor), as the case may be, the Notes may be redeemed in whole whole, but not in part, at any time time, on giving not less than 30 20 nor more than 60 days’ notice to the Holders Trustee and the TrusteeHolders of such Notes, at the principal amount of the Notes being redeemed, together with Redemption Price plus accrued and unpaid interest to, up to but excluding not including the Redemption DateDate and any Additional Tax Amounts which would otherwise be payable; provided, 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 inhowever, or amendment to, the laws that (or any regulations or rulings promulgated thereunder1) 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 no notice 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 tax redemption will may be given earlier than 90 days prior to the earliest date on which it the Issuer or the Guarantor (or its successor), as the case may be, would but for such redemption be obliged obligated to pay such Additional Tax Amounts were a payment in respect of the notes on such Notes then due; provided, however, that if and (2) at the Company has given time such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption dateis given, such tax redemption will be canceled. Prior obligation to the giving of pay such Additional Tax Amounts remains in effect. (b) Before any notice of tax redemption pursuant to this paragraphSection 4.4(a) is given to the Trustee or the Holders of the Notes, the Company will Issuer or the Guarantor (or its successor), as the case may be, shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that it the Issuer or the Guarantor (or its successor), is entitled to effect such redemption and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or the Guarantor (or its right successor) so to redeem have occurred, occurred or been satisfied and (ii) an opinion of independent counsel of recognized standing to the effect that the Company Issuer or the Guarantor (or its successor) has or will shall become obligated to pay such Additional Tax Amounts as a result of such a change or amendmentamendment described in Section 4.4(a). Such notice, once given to the Trustee, shall be irrevocable.

Tax Redemption. (a) Subject to the prior approval consent 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 samecompetent supervisory authority, the Company Issuer may at its option redeem all of the Notes, Notes in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to at the Holders and option of the TrusteeIssuer, at the principal amount of the Notes being redeemed, Redemption Price together with any accrued and unpaid interest to, to (but excluding excluding) the Redemption DateDate 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 any change in, or amendment to, the laws (or any regulations prevailing in the Tax Jurisdiction, which becomes effective on or rulings promulgated thereunder) of Switzerland or Guernsey, as applicableafter the Issue Date, or as a result of any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such lawslaws or regulations not generally known before that date, regulations Withholding Taxes are or rulings, which change or amendment becomes effective there is a substantial probability that they will be leviable on or after payments of interest in respect of the date hereofNotes, and the Issuer would be obligated to pay Additional Amounts with respect to such obligation cannot be avoided by the Company taking reasonable measures available to itWithholding Taxes, as described in Section 3.01, provided that no the conditions in Article 78(4)(b) of the CRR are met, pursuant to which the competent supervisory authority may permit any such redemption only if it is satisfied that the change in the applicable tax treatment is material and was not reasonably foreseeable at the Issue Date. The Issuer may exercise such redemption right on giving not less than 30 days’ notice to the Holders. No such notice of redemption will shall be given earlier than 90 days prior to the earliest date on which it the Issuer would be obliged obligated to withhold or pay such Additional Amounts Withholding Taxes in respect of payments of interest, were a payment in respect of the notes Notes then due; provided, however, that if made. Notice to Holders shall be given in accordance with Section 12.02 of 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 Base Subordinated Indenture. (b) Before any notice of tax redemption pursuant to this paragraphSection 4.04(a) is given to the Trustee or the Holders of the Notes, the Company will Issuer (or its successor), shall deliver to the Trustee (i) an Officers’ Certificate stating that it the Issuer (or its successor), is entitled to effect such redemption and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer (or its right successor) so to redeem have occurred, occurred or been satisfied and (ii) an opinion of independent legal counsel of recognized standing satisfactory to the Trustee to the effect that the Company has or will become obligated Issuer is entitled to pay such Additional Amounts as a result effect the redemption based on the statement of such change or amendmentfacts set forth in the certificate. Such notice, once given to the Trustee, shall be irrevocable.

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 toto the applicable redemption date, but excluding if: (a) the Redemption Date, if it Issuer or the 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 jurisdiction), which change or amendment is announced or becomes effective on or after the date hereofIssue Date; or (b) as a result of any change in or amendment to the income tax laws of Canada or the United States or any province, and such obligation canterritory, state or political subdivision thereof or any authority or agency thereof or therein having power to tax (each, a "Relevant Jurisdiction") or any rules, regulations or rulings thereunder or any official application, administration or interpretation thereof, including a judicial decision by a court of competent jurisdiction (collectively "Relevant Jurisdiction Tax Law"), which becomes effective on or after the Issue Date, the Issuer determines it is more likely than not that it or any of its partners will be avoided by denied a current deduction in whole or in part in calculating its income tax liability in the Company taking reasonable measures available Relevant Jurisdiction for any portion of the interest paid to it, unrelated Holders or beneficial owners of the Notes; provided that no such the Issuer shall have delivered to the Trustee, at least 15 days prior to the date that notice of redemption is given, an opinion of a nationally recognized law firm in the Relevant Jurisdiction confirming that the Issuer or any partners of the Issuer will more likely than not be denied such deduction as a result of such change or amendment in the Relevant Jurisdiction Tax Law and a notice specifying the date of redemption of the Notes shall have been given to the Holders not less than 30 days nor more than 60 days prior to the date specified for redemption (notwithstanding the foregoing, no notice of redemption shall be given earlier than 90 days prior to the earliest effective 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 amendmentchange).

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 (a) The Notes may not be redeemable by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem prior to the Maturity Date, except as set out in this Article XIV (Tax Redemption), and no sinking fund shall be provided for the Notes. The Notes may be redeemed at the Company’s option, 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, part at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Tax Redemption DatePrice, if it the Company is or the Guarantor has or will become obligated would be required to pay Additional Amounts in respect of the notes as described below (which are more than a de minimis amount) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunderA) 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 Applicable Tax Law of such laws, regulations or rulingsa Relevant Taxing Jurisdiction, which change or amendment is not publicly announced before, and becomes effective after, the date when the Notes are initially issued (or, if the applicable taxing jurisdiction became a Relevant Taxing Jurisdiction on a date after the Notes are initially issued, such later date), or (B) any change on or after the date hereofwhen the Notes are initially issued or, in the case of a Successor Company, after the date such Successor Company assumes all of the Company’s obligations under the Notes and these Conditions, in an interpretation, administration or application of such obligation Applicable Tax Law by any legislative body, court, governmental agency, taxing authority or regulatory or administrative authority of such relevant taxing jurisdiction (including the enactment of any legislation and the announcement or publication of any judicial decision or regulatory or administrative interpretation or determination) (each such change, a “Change in Tax Law”); provided that the Company cannot be avoided avoid these obligations by the Company taking reasonable measures available to it, it (provided that no such notice changing the Company’s jurisdiction of redemption will organization or domicile shall not be given earlier than 90 days considered a reasonable measure); or (b) If the applicable Tax Redemption Date falls after a Regular Record Date and on or prior to the earliest immediately following Interest Payment Date, the Company shall, on or, at its election, before such Interest Payment Date, pay the full amount of accrued and unpaid interest, and any Additional Amounts with respect to such interest, due on such interest payment date to the Holder of the Notes on the Regular Record Date corresponding to such Interest Payment Date. (c) The Company shall notify the Holders in writing of its election and the date on which it would be obliged to pay such interest and any 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 interest will be canceled. Prior to paid at the giving of any notice of redemption pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that time it is entitled to effect provides 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 amendmentTax Redemption Notice.

Tax Redemption. Subject (a) The Issuer may, at its option, upon providing not less than 30 days’ notice to the prior approval of FINMATrustee and the Holders, 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 Notesredeem, in whole but not in part, the outstanding Notes at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest to the date of redemption if any Guarantor has become or would become obligated to pay any Additional Amounts or any Reimbursement Payments in respect of any Guarantee as a result of: (1) any change in or amendment to the laws (or regulations promulgated thereunder) of any Non-U.S. Taxing Authority, or (2) any change in or amendment to any official position regarding the application, administration or interpretation of such laws, regulations, rulings, technical interpretations, income tax folios, interpretation bulletins, information circulars or equivalent documents issued by a Non-U.S. Taxing Authority (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced and becomes effective after the Issue Date (without regard to whether the Issuer or any Guarantor is or has been making any payments under the Notes prior to, at or after the time such change or amendment is announced or effective). (b) It shall be a condition to the Issuer’s right to redeem the Notes pursuant to the provisions of Section 5.9(a) that, prior to giving any notice of redemption of the Notes being redeemedNotes, together with accrued interest to, but excluding the Redemption Date, if Issuer shall have delivered to the Trustee (i) an Officers’ Certificate stating that the Issuer has determined in its reasonable judgment that the obligations to pay such Additional Amounts or Reimbursement Payments cannot be avoided by such Guarantor taking reasonable measures available to it or the and (ii) an Opinion of Counsel that such Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below or Reimbursement Payments as a result of any an amendment or change in, or amendment to, the laws described in Section 5.9(a). (or any regulations or rulings promulgated thereunderc) 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 may be given more than 60 days before or more than 180 days after any Guarantor first becomes liable (or, if later, the earlier than 90 days prior to of the earliest date on which such Guarantor first becomes aware of its liability or the date on which it would be obliged reasonably should have become aware of its liability) to pay such any 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 Reimbursement Payments as a result of such a change or amendmentamendment described in Section 5.9(a).

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(a) If, 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 amendment to, or change in, or amendment to, the laws (or any regulations rulings or rulings promulgated regulation thereunder) of Switzerland or Guernsey, as applicable, any Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, therein affecting taxation or any change in the application or an official interpretation or application of such laws, regulations rulings or rulingsregulations, which amendment or change of such laws, rules or amendment regulations becomes effective or, in the case of a change in official position is announced on or after the date hereofof this Supplemental Indenture, the Issuer or the Guarantor (or their respective successors), as the case may be, will be obligated to pay any Additional Tax Amount with respect to the Notes (or any series thereof), and such obligation cannot be avoided by the Company Issuer or the Guarantor (or their respective successors), after taking measures it considers reasonable measures available to avoid it, provided then at the option of the Issuer or the Guarantor (or their respective successors), as the case may be, the Notes (or any series thereof) may be redeemed in whole, but not in part, at any time, on giving not less than 20 nor more than 60 days’ notice to the Trustee and the Holders of such Notes, at 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest up to but not including the Redemption Date and any Additional Tax Amounts which would otherwise be payable; provided, however, that (1) no such notice of such tax redemption will may be given earlier than 90 days prior to the earliest date on which it the Issuer or the Guarantor (or their respective successors), as the case may be, would but for such redemption be obliged obligated to pay such Additional Tax Amounts were a payment in respect of the notes on such Notes then due; provided, however, that if and (2) at the Company has given time such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption dateis given, such tax redemption will be canceled. Prior obligation to the giving of pay such Additional Tax Amounts remains in effect. (b) Before any notice of tax redemption pursuant to this paragraphSection 4.4(a) is given to the Trustee or the Holders of the Notes (or any series thereof), the Company will Issuer or the Guarantor (or their respective successors), as the case may be, shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that it the Issuer or the Guarantor (or their respective successors), is entitled to effect such redemption and setting forth a statement of facts showing that the condition or conditions precedent to its the right of the Issuer or the Guarantor (or their respective successors) so to redeem have occurred, occurred or been satisfied and (ii) an opinion of independent counsel of recognized standing to the effect that the Company Issuer or the Guarantor (or their respective successors) has or will shall become obligated to pay such Additional Tax Amounts as a result of such a change or amendmentamendment described in Section 4.4(a). Such notice, once given to the Trustee, shall be irrevocable.

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 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 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 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, 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 Unless previously redeemed or repurchased and canceled, the prior approval of FINMASenior Notes will be repayable at par, including Additional Amounts, if then required under Swiss laws any, on September 14, 2037, or such earlier date on which the same shall be due and regulations applicable to payable in accordance with the Guarantor from time to timeterms and conditions of the notes. However, as evidenced by an Officers’ Certificate if the Stated Maturity or earlier date of redemption is not a Business Day, the Senior Notes will be payable on the next succeeding Business Day and no interest shall accrue for the period from the Company certifying Stated Maturity or relevant redemption date to such payment date. The Senior Notes may be redeemed at the same, option of the Company may at its option redeem the NotesCompany, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, together with interest accrued and unpaid on the Senior Notes to be redeemed to, but excluding, the date fixed for redemption, at any time time, on giving not less than 30 nor more than 60 days’ notice to if: (a) 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 Company has or will become obligated to pay 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 (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, the United States or any political subdivision or any taxing authority thereof of or thereinin the United States affecting taxation, or any change in the application or amendment to an official interpretation application, interpretation, administration or enforcement of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after September 2, 2022, or (b) any action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in the date hereofUnited States or any political subdivision or taxing authority of or in the United States, and including any of those actions specified in (a) above, whether or not such obligation cannot action was taken or brought with respect to the Company, or any change, clarification, amendment, application or interpretation of such laws, regulations or rulings shall be avoided by officially proposed, in any such case on or after September 2, 2022, which results in a substantial likelihood that the Company taking reasonable measures available will be required to itpay Additional Amounts on the next Interest Payment Date. However, provided that no such notice of redemption will shall be given earlier than 90 days prior to the earliest date on which it the Company would be, in the case of a redemption for the reasons specified in (a) above, or there would be obliged a substantial likelihood that the Company would be, in the case of a redemption for the reasons specified in (b) above, obligated to pay such Additional Amounts were if a payment in respect of the notes were then due; provided, however, that if due and at the Company has time such notification of redemption is given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledcircumstance remains in effect. Prior to the giving mailing of any notice of redemption pursuant to this paragraphsection, the Company will deliver to the Trustee an Officers’ Certificate Trustee: (1) a certificate signed by one of its duly authorized officers 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 Company’s right so to redeem have occurred, and an and (2) a written opinion of independent legal 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 or that there is a substantial likelihood that the Company will be required to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation, as the case may be. Such notice, once delivered by the Company to the Trustee, will be irrevocable.

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 Issuer may at its option redeem the Notes, in whole but not in part, at its discretion at any time on upon giving not less than 30 10 nor more than 60 days’ prior notice to (which notice will be irrevocable and given in accordance with the Holders and the Trusteeprocedures described in this Article III), at a redemption price equal to the principal amount of the Notes being redeemedthereof, together with accrued interest and unpaid interest, if any, to, but excluding not including, the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof), if it or on the Guarantor has or will become obligated to pay Additional Amounts next date on which any amount would be payable in respect of the notes as described below Notes, the Issuer or any Note Guarantor is or would be required to pay Additional Amounts, and the Issuer or any Note Guarantor cannot avoid any such payment obligation by taking commercially reasonable measures available (including, for the avoidance of doubt, the appointment of a new Paying Agent but not including the substitution of the obligor of the Notes or the incurrence of material out-of-pocket expenses by the Issuer or any Note Guarantor), and the requirement arises as a result of of: (a) any change in, or amendment to, the laws (or any regulations 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, applicable Tax Jurisdiction affecting taxation which change or amendment becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction has changed since the Issue Date, the date hereofon which the then current Tax Jurisdiction became the applicable Tax Jurisdiction under the Indenture); or (b) any change in, and or amendment to, the existing official position or the introduction or pronouncement of an official position regarding the application, administration or interpretation of such obligation canlaws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change, amendment, application or interpretation becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction has changed since the Issue Date, the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction under the Indenture). The Issuer will not be avoided by the Company taking reasonable measures available to it, provided that no give any such notice of redemption will be given earlier than 90 60 days prior to the earliest date on which it the Issuer would be obliged obligated to pay make such Additional Amounts were payment or withholding if a payment in respect of the notes Notes were then due; provided, however, that if and at the Company has given time such notice and a Restructuring Event occurs thereafteris given, but prior the obligation to the tax redemption date, such tax redemption will be canceledpay Additional Amounts must remain in effect. Prior to the giving publication or, where relevant, mailing, or delivering electronically if the Notes are held by DTC, of any notice of redemption of the Notes pursuant to this paragraphthe foregoing, the Company Issuer will deliver the Trustee an opinion of an independent tax expert, such tax expert being a law or accounting firm of recognized standing, to the effect that it has determined that there has been such change or amendment which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer publishes or mails, or delivers electronically if the Notes are held by DTC, notice of redemption of the Notes as described above, it will deliver to the Trustee 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 or will become obligated it cannot avoid its obligation to pay such Additional Amounts by the Issuer taking commercially reasonable measures available to it. The Trustee shall accept such Officer’s Certificate as a result sufficient evidence of such change or amendmentthe existence and satisfaction of the conditions precedent as described above, in which event it will be 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 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 Issuer may at its option redeem the Notes, in 2029 Notes as a whole but not in part, at its option at any time on prior to maturity, upon the giving not less than 30 nor more than 60 days’ of a written notice of redemption to the Holders and holders, with a copy to the Trustee, at if it determines that, as a result of: (i) any change in or amendment to the principal amount 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, but excluding which change or amendment is announced and becomes effective after the Redemption Issue Date (or, if the Relevant Jurisdiction becomes a Relevant Jurisdiction on a date after the Issue Date, if it after such later date) (each of the foregoing, a “Change in Tax Law”), the Issuer or the any Guarantor has 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 in2029 Notes or the Note Guarantees on the next succeeding interest payment date, or amendment to, the laws pursuant to Section 5.03 (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 but in the application case of a Guarantor, only if the payments giving rise to such obligation cannot be made by the Issuer or official interpretation another Guarantor without the obligation to pay Additional Amounts) and the 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 Issuer or the Guarantor. The redemption price will be equal to 100% of the principal amount of the 2029 Notes plus accrued and unpaid interest to but excluding the date fixed for redemption (a “Tax Redemption Date”), provided that no such and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the 2029 Notes on any record date occurring prior to the Tax Redemption Date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof). 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 mailed by first-class mail to each Holder’s registered address, or delivered electronically if held by any depositary in accordance with such depositary’s customary procedures, not less than 90 15 nor more than 60 days prior to the earliest date on which it the Issuer 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 2029 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 notification of redemption is given, such 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 Issuer will deliver to the Trustee an Officers’ Certificate Trustee: (i) a certificate signed by a duly authorized officer stating that it the Issuer 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 Issuer to so redeem have occurred, and ; and (ii) an opinion of independent tax counsel of recognized standing qualified under the laws of the Relevant Jurisdiction, selected by the Issuer, to the effect that the Company has Issuer is or will become would be obligated to pay such Additional Amounts as a result of such change or amendmenta Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor to the Issuer.

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, (a) If at any time on giving not less than 30 nor more than 60 days’ notice to after the Holders and the Trustee, at the principal amount date 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 this Indenture as a result of any change in, or amendment to, the laws (or any regulations of Argentina or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, any authority therein or thereof having power to tax or as a result of any change in the application or official interpretation of such laws, laws or regulations or rulings(including any assertion by any Argentine tax authority that debt securities issued pursuant to exchanges are not entitled to the benefits of the withholding tax exemption set forth in the Negotiable Obligations Law), which change or amendment becomes effective on or after the date hereofof this Indenture, the Company has become or will be obligated to pay any Additional Amounts and such obligation obligations cannot be avoided by the Company taking reasonable measures available to it, provided then the Securities of any series will be redeemable as a whole (but not in part), at the option of the Company, at any time upon not less than thirty (30) nor more than sixty (60) days’ written notice given to the Trustee and not less than fifteen (15) nor more than sixty (60) days’ notice given to the Holders of such Securities at 100% of their principal amount together with accrued and unpaid interest thereon to the date fixed for redemption. The Company shall also pay to the Holders of the Securities of the relevant series on the Redemption Date any Additional Amounts which would otherwise be payable. (b) In order to effect a redemption of Securities, the Company shall deliver to the Trustee at least forty-five (45) days prior to the Redemption Date: (i) an Officers’ Certificate Table of Contents stating that no the obligation to pay Additional Amounts cannot be avoided by the Company taking reasonable measures available to it and (ii) an Opinion of Counsel to the effect that the Company has or will become obligated to pay Additional Amounts as a result of any such change or amendment. No notice of redemption will may be given earlier than 90 sixty (60) days prior to the earliest date on which it the Company would be obliged to pay such Additional Amounts were a payment in respect of the notes such Securities then due; provided, however, that if . The certificate shall additionally specify the Redemption Date and all other information necessary for the publication and mailing by the Trustee of notices of such redemption. The Trustee shall be entitled to rely conclusively upon the information so furnished by the Company has given in such notice certificate and a Restructuring Event occurs thereafter, but prior shall be under no duty to check the accuracy or completeness thereof. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the payment or payments referred to therein 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 amendmentTrustee.

Tax Redemption. Subject The Company shall have the option 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 NotesSecurities of any series, in whole but not in part, at any time on prior to the maturity date of the principal of the Securities of any series, upon the giving of not less than 30 nor more than 60 90 days’ notice of tax redemption to the Holders and the Trusteeholders, at a redemption price equal to the principal amount thereof plus accrued but unpaid interest to the date of redemption, if, with respect to such series: (a) the Notes being redeemedCompany determines that, 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 of: (1) any change in, or amendment to, or announced proposed change in the laws (or any regulations or rulings promulgated thereunder) thereunder of Switzerland the United Kingdom (or Guernsey, as applicable, or of any political subdivision or taxing authority thereof or therein, or thereof); or (2) any change in the application or official interpretation of such laws, regulations or rulings, or (in either case) any change in the application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which change the United Kingdom is a party, which change, execution or amendment becomes effective on or after the issue date hereofof the Securities, the Guarantor would be required to pay Additional Amounts with respect to the Guarantee relating to such Securities on the next succeeding Interest Payment Date and the payment of such obligation Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Guarantor; or (b) the Company determines, provided based upon an opinion of independent counsel of recognized standing that, as a result of any action taken by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction in, the United Kingdom (or any political subdivision or taxing authority thereof), which action is taken or brought on or after the issue date of the Securities under the laws of a jurisdiction other than the United Kingdom (or any political subdivision or taxing authority thereof) in accordance with Section 11.01, with respect to taxes imposed by such other jurisdiction, there is a substantial probability that the circumstances described in subsection (a) above would exist. (c) Notwithstanding any other provision of this Indenture, no such notice of redemption will pursuant to clause (a) or (b) of this Section 3.02 may be given earlier than 90 ninety (90) days prior to the earliest date on which it the Guarantor would be obliged obligated to pay such Additional Amounts were a payment in respect of as contemplated by clause (a) or (b), as 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. case may be. (d) Prior to the giving delivery of any notice of redemption pursuant to this paragraphSection 3.02, the Company will deliver to the Trustee an Officers’ Officer’s Certificate stating that it the Company is entitled to effect such or cause a redemption and setting forth a statement of facts showing that the conditions precedent to its of the right so to redeem or cause such redemption have occurredoccurred and, and an if the redemption is pursuant to clause (b) above, the opinion of independent counsel of recognized standing referred to in such clause (b), which shall be in a form satisfactory to the effect that Trustee. Delivery of any notice of redemption pursuant to this Section 3.02 will be conclusive and binding on the Holders of the Securities being redeemed. Once the Company delivers such an Officer’s Certificate to the Trustee, any notice of redemption that has or will become obligated to pay such Additional Amounts as a result of such change or amendmentbeen given shall be irrevocable.

Tax Redemption. Subject (a) If the Company becomes, or will become, obligated to pay, on the next date on which any amount may be payable with respect to the prior approval Notes, any Additional Amounts as a result of FINMAan actual change (or a change in legislation proposed by or on behalf of the Minister of Finance of Canada or any similar authority that, if then required under Swiss laws and regulations applicable enacted, will be effective prior to the Guarantor from time to timeenactment date) in, as evidenced or amendment to, the laws or regulations of any Relevant Taxing Jurisdiction or a change in any official position or the introduction of an official position regarding the application or interpretation thereof (including a holding by an Officers’ Certificate from a court of competent jurisdiction) (a “Change in Tax Law”), which is publicly announced or becomes effective on or after the Issue Date (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date), then the Company certifying the samemay, the Company may at its option option, redeem the NotesNotes then outstanding, in whole but not in part, at any time on giving upon not less than 30 nor more than 60 days’ notice (such notice to be provided not more than 90 days before the Holders and the Trusteenext date on which it would be obligated to pay Additional Amounts), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the redemption date (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 prior to such redemption date). Notice of the Company’s intent to redeem the Notes being redeemed, together with accrued interest to, but excluding pursuant to this Section 3.09 shall not be effective until such time as it delivers to the Redemption Date, if it or Trustees (i) an Officer’s Certificate stating that the Guarantor has Company is or will become obligated to pay Additional Amounts because of a Change in respect Tax Law and (ii) an opinion of independent tax counsel to 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 effect that there has been such Change in the application or official interpretation of such laws, regulations or rulings, Tax Law which change or amendment becomes effective on or after the date hereof, and such obligation cannot be avoided by would entitle the Company taking reasonable measures available to itredeem the Notes. (b) Any redemption pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01, 3.03, 3.04 and 3.05; provided that no such a notice of redemption will to redeem the Notes pursuant to this Section 3.09 shall not 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 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 amendmentNotes.

Tax Redemption. Subject The Companies shall have the option 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 NotesSecurities of any series, in whole but not in part, at any time on prior to the maturity date of the principal of the Securities of any series, upon the giving of not less than 30 ten (10) nor more than 60 sixty (60) days’ notice of tax redemption to the Holders and the TrusteeHolders, at a redemption price equal to the principal amount thereof plus accrued but unpaid interest to the date of redemption (except Original Issue Discount Securities may be redeemed at the Notes being redeemedredemption price specified by the terms of each series of such Securities), together if, with accrued interest torespect to such series: (a) the Companies determine that, 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 of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunderthereunder of a Relevant Taxing Jurisdiction; or (2) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application official application, administration or official written interpretation of such laws, regulations or rulings, which change or amendment becomes effective or, in the case of an interpretation, is announced on or after the issue date hereofof the Securities or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantee relating to such Securities, the Companies or the Guarantor, as applicable, would be required to pay Additional Amounts with respect to such series of Securities or the Guarantee relating to such Securities on the next succeeding Interest Payment Date and the payment of such obligation Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Companies or the Guarantor, provided as applicable; or (b) the Companies determine, based upon an opinion of independent counsel of recognized standing that, as a result of any action taken by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction in, a Relevant Taxing Jurisdiction, which action is taken or brought on or after the issue date of the Securities or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantee relating to such Securities under the laws of a jurisdiction other than a Relevant Taxing Jurisdiction, with respect to taxes imposed by such other jurisdiction, there is a substantial probability that the circumstances described above would exist. (c) Notwithstanding any other provision of this Indenture, no such notice of redemption will pursuant to clause (a) or (b) of this Section 3.02 may be given earlier than 90 ninety (90) days prior to the earliest date on which it the Companies or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor would be obliged obligated to pay such Additional Amounts were a as contemplated by clause (a) or (b), as the case may be. (d) The Companies or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall also pay to each Holder, or make available for payment in respect to each such Holder, on the redemption date any Additional Amounts resulting from the payment 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. price. (e) Prior to the giving delivery of any notice of redemption pursuant to this paragraphSection 3.02, the Company will Companies or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that it is the Companies or the Guarantor, as applicable, are entitled to effect such or cause a redemption and setting forth a statement of facts showing that the conditions precedent to its of the right so to redeem or cause such redemption have occurred, occurred and (ii) an opinion of independent counsel of recognized standing to the effect that the Company there has or will become obligated to pay such Additional Amounts as a result of been such change or amendmentamendment that would entitle the Companies to redeem the Securities under this Indenture. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent described in this Section 3.02, in which event it shall be conclusive and binding on the Holders of the Securities being redeemed. The foregoing provisions under this Section 3.02 shall apply mutatis mutandis to any jurisdiction in which any successor Person to a Company or the Guarantor, as the case may be, is incorporated or organized or tax resident or any political subdivision or taxing authority or agency thereof or therein; provided that if on the date of the succession the taxing jurisdiction is not already a Relevant Taxing Jurisdiction, the change or amendment of law becomes effective (or the announcement of the official interpretation is announced) after that date.

Tax Redemption. Subject 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 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 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 (a) The Issuer may at its option redeem the Notes, in 2025 Notes as a whole but not in part, at its option at any time on prior to maturity, upon the giving not less than 30 nor more than 60 days’ of a written notice of redemption to the Holders and holders, with a copy to the Trustee, at if it determines that, as a result of: (i) any change in or amendment to the principal amount laws, or any regulations or rulings promulgated under the laws, of a Relevant Jurisdiction (as defined in Section 5.03) 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, (b) which change or amendment is announced and becomes effective after the Issue Date (or, but excluding if the Redemption Relevant Jurisdiction becomes a Relevant Jurisdiction on a date after the Issue Date, if it after such later date) (each of the foregoing, a “Change in Tax Law”), the Issuer or the any Guarantor has 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 in2025 Notes or the Note Guarantees on the next succeeding interest payment date, or amendment to, the laws pursuant to Section 5.03 (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 but in the application case of a Guarantor, only if the payments giving rise to such obligation cannot be made by the Issuer or official interpretation another Guarantor without the obligation to pay Additional Amounts) and the 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 Issuer or the Guarantor. The redemption price will be equal to 100% of the principal amount of the 2025 Notes plus accrued and unpaid interest to but excluding the date fixed for redemption (a “Tax Redemption Date”), provided that no such and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the 2025 Notes on any record date occurring prior to the Tax Redemption Date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof). 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 mailed by first-class mail to each Holder’s registered address, or delivered electronically if held by any depository in accordance with such depository’s customary procedures, not less than 90 15 nor more than 60 days prior to the earliest date on which it the Issuer 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 2025 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 canceled. given unless, at the time such notification of redemption is given, such obligation to pay such Additional Amounts remains in effect. (c) Prior to giving the giving of any notice of redemption pursuant to this paragraphtax redemption, the Company Issuer will deliver to the Trustee an Officers’ Certificate Trustee: (i) a certificate signed by a duly authorized officer stating that it the Issuer 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 Issuer to so redeem have occurred, and ; and (ii) an opinion of independent tax counsel of recognized standing qualified under the laws of the Relevant Jurisdiction, selected by the Issuer, to the effect that the Company has Issuer is or will become would be obligated to pay such Additional Amounts as a result of such change or amendmenta Change in Tax Law. (d) The foregoing provisions shall apply mutatis mutandis to any successor to the Issuer.

Tax Redemption. Subject (a) The Issuers are entitled 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 NotesNotes at their option, in whole at any time as a whole, but not in part, at any time on giving upon not less than 30 nor more than 60 days’ notice to the Holders and the Trusteenotice, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to the date of redemption (subject to the Notes being redeemedright of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date), together with accrued interest to, but excluding in the Redemption Date, if it or event the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below Issuers determine that: (1) as a result of (A) any change in, in or amendment to, to the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicableany Relevant Taxing Jurisdiction, or any political subdivision or taxing authority thereof or therein, or (B) any change in the official position regarding the application or official interpretation of such laws, regulations or rulingsrulings by any legislative body, court, governmental agency or regulatory authority (including a holding or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after June 18, 2013, either Issuer has or shall become obligated to pay, on the next succeeding date hereofon which interest is due, and Additional Amounts with respect to any Notes; or (2) on or after June 18, 2013, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, any Relevant Taxing Jurisdiction, including any of those actions specified in clause (1), whether or not such action was taken or such decision was rendered with respect to either Issuer, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, shall result in either Issuer becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Note, and, in any such case, the Issuers, in their business judgment, determine that such obligation cannot be avoided by the Company taking use of reasonable measures available to it, provided them. (b) In the event that no such notice of redemption will be given earlier than 90 days prior the Issuers elect to redeem 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 Notes pursuant to this paragraphSection 3.09(a), the Company will Issuers shall deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing (i) 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 Issuers are or will shall become obligated to pay Additional Amounts because of an amendment to or change in law or regulation or position as described in this Section 3.09 and that the applicable Issuer is entitled to redeem such Notes pursuant to their terms and (ii) the basis for such redemption. Notice of the Issuers’ intent to redeem the Notes pursuant to this Section 3.09 shall not be effective until such time as the Issuers deliver to the Trustee an Opinion of Counsel stating that the applicable Issuer would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such change laws or amendmentregulations by the Relevant Taxing Jurisdiction. (c) Any redemption pursuant to this Section 3.09 shall be made pursuant to Sections 3.01 through 3.06. Notice of intention to redeem the Notes pursuant to this Section 3.09 shall be given by the Issuers to each Holder and to the Trustee not more than 60 nor less than 30 days prior to the date fixed for redemption and shall specify the date fixed for redemption. Notwithstanding the foregoing, no notice of redemption of the Notes as described above shall be given unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect.

Tax Redemption. Subject to the prior approval Except as otherwise specified as contemplated by Section 3.1 for Securities 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 sameany series, the Company may Corporation may, at its option option, redeem the NotesSecurities of any series, in whole but not in part, at any time on giving upon not less than 30 15 days’ nor more than 60 days’ written notice to the Holders and the TrusteeHolders, which notice shall be given in accordance with Section 11.4, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date fixed for redemption (a “Tax Redemption Date”), premium, if any, and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Dateredemption or otherwise, if it the Corporation determines that the Corporation is, or on the Guarantor has or will become next date on which any amount would be payable in respect of the Securities of such series, would be obligated to pay Additional Amounts in respect of the notes as described below Securities of such series pursuant to the terms and conditions thereof, which the Corporation cannot avoid by the use of reasonable measures available to it, including making payment through a payment agent located in another jurisdiction, as a result of of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) 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, Relevant Taxing Jurisdiction affecting taxation which change or amendment becomes effective on or after the issuance date hereofor, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the issuance date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture; or (2) any change in, or amendment to, the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction, including by virtue of a holding, judgment, or order by a court of competent jurisdiction or change in published practice or revenue guidance, on or after the issuance date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the issuance date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (each of the foregoing clauses (1) and such obligation cannot be avoided by the Company taking reasonable measures available to it(2), a “Change in Tax Law”), provided that no such notice of redemption the Corporation 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 also deliver to the U.S. Trustee an Officers’ Certificate Opinion of Counsel 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 Corporation would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. Notwithstanding the foregoing, the Corporation may not redeem the Securities of any series under this Section 11.7 if the Change in Tax Law obliging the Corporation to pay Additional Amounts was (i) officially announced by the Relevant Taxing Jurisdiction’s tax authority or a court, including, for the avoidance of doubt, an announcement by or on behalf of the Minister of Finance (Canada) or any provincial or territorial counterpart or (ii) validly enacted into law by the Relevant Taxing Jurisdiction, in each case, prior to the issuance date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the issuance date, the date on which such change or amendmentRelevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture. This Section 11.7 shall apply mutatis mutandis to any successor Person, after such successor ▇▇▇▇▇▇ becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture.

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 Issuer may at its option redeem the Notes, in 2020 Notes as a whole but not in part, at its option at any time on prior to maturity, upon the giving not less than 30 nor more than 60 days’ of a written notice of redemption to the Holders and holders, with a copy to the Trustee, at if it determines that, as a result of: (i) any change in or amendment to the principal amount 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, but excluding which change or amendment is announced and becomes effective after the Redemption Issue Date (or, if the Relevant Jurisdiction becomes a Relevant Jurisdiction on a date after the Issue Date, if it after such later date) (each of the foregoing, a “Change in Tax Law”), the Issuer or the any Guarantor has 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 in2020 Notes or the Note Guarantees on the next succeeding interest payment date, or amendment to, the laws pursuant to Section 5.03 (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 but in the application case of a Guarantor, only if the payments giving rise to such obligation cannot be made by the Issuer or official interpretation another Guarantor without the obligation to pay Additional Amounts) and the 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 Issuer or the Guarantor. The redemption price will be equal to 100% of the principal amount of the 2020 Notes plus accrued and unpaid interest to but excluding the date fixed for redemption (a “Tax Redemption Date”), provided that no such and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the 2020 Notes on any record date occurring prior to the Tax Redemption Date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof). 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 mailed by first-class mail to each Holder’s registered address, or delivered electronically if held by any depositary in accordance with such depositary’s customary procedures, not less than 90 15 nor more than 60 days prior to the earliest date on which it the Issuer 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 2020 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 notification of redemption is given, such 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 Issuer will deliver to the Trustee an Officers’ Certificate Trustee: (i) a certificate signed by a duly authorized officer stating that it the Issuer 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 Issuer to so redeem have occurred, and ; and (ii) an opinion of independent tax counsel of recognized standing qualified under the laws of the Relevant Jurisdiction, selected by the Issuer, to the effect that the Company has Issuer is or will become would be obligated to pay such Additional Amounts as a result of such change or amendmenta Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor to the Issuer.

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 option, redeem the NotesSecurities of any Series, in whole but not in part, at any time on giving upon not less than 30 nor 10 days’ but not more than 60 days’ written notice to the Holders and the TrusteeHolders, which notice shall be given in accordance with Section 3.03, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date fixed for redemption (a “Tax Redemption Date”), premium, if any, and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Dateredemption or otherwise, if it the Issuer determines that the Issuer is, or on the Guarantor has or will become next date on which any amount would be payable in respect of the Securities of such Series, would be obligated to pay Additional Amounts in respect of the notes as described below Securities of such Series pursuant to the terms and conditions thereof, which the Issuer cannot avoid by the use of reasonable measures available to it, including making payment through a payment agent located in another jurisdiction (but not including, for the avoidance of doubt, the Issuer or any Guarantor changing or moving jurisdictions), as a result of of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) 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, Relevant Taxing Jurisdiction affecting taxation which change or amendment becomes effective on or after the issuance date hereofor, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the issuance date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture; or (b) any change in, or amendment to, the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction, including by virtue of a holding, judgment, or order by a court of competent jurisdiction or change in published practice or revenue guidance, on or after the issuance date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the issuance date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (each of the foregoing clauses (a) and such obligation cannot be avoided by the Company taking reasonable measures available to it(b), a “Change in Tax Law”), provided that no such notice of redemption the Issuer 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 also deliver to the U.S. Trustee an Officers’ Certificate Opinion of Counsel 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 Issuer would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. Notwithstanding the foregoing, the Issuer may not redeem the Securities of any Series under this Section 3.07 if the Change in Tax Law obliging the Issuer to pay Additional Amounts was (i) officially announced by the Relevant Taxing Jurisdiction’s tax authority or a court, including, for the avoidance of doubt, an announcement by or on behalf of the Minister of Finance (Canada) or any provincial or territorial counterpart or (ii) validly enacted into law by the Relevant Taxing Jurisdiction, in each case, prior to the issuance date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the issuance date, the date on which such change or amendmentRelevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture. This Section 3.07 shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture.

Tax Redemption. Subject Except as provided below, the Senior Notes may not be redeemed prior to the prior approval of FINMAStated Maturity. Unless previously redeemed or repurchased and canceled, the Senior Notes will be repayable at par, including Additional Amounts, if then required under Swiss laws any, on October 18, 2030, or such earlier date on which the same shall be due and regulations applicable to payable in accordance with the Guarantor from time to timeterms and conditions of the notes. However, as evidenced by an Officers’ Certificate if the Stated Maturity is not a Business Day, the Senior Notes will be payable on the next succeeding Business Day and no interest shall accrue for the period from the Company certifying Stated Maturity to such payment date. The Senior Notes may be redeemed at the same, option of the Company may at its option redeem the NotesCompany, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, together with interest accrued and unpaid on the Senior Notes to be redeemed to, but excluding, the date fixed for redemption, at any time time, on giving not less than 30 nor more than 60 days’ notice to if: (a) 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 Company has or will become obligated to pay 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 (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, the United States or any political subdivision or any taxing authority thereof of or thereinin the United States affecting taxation, or any change in the application or amendment to an official interpretation application, interpretation, administration or enforcement of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after October 12, 2018, or (b) any action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in the date hereofUnited States or any political subdivision or taxing authority of or in the United States, and including any of those actions specified in (a) above, whether or not such obligation cannot action was taken or brought with respect to the Company, or any change, clarification, amendment, application or interpretation of such laws, regulations or rulings shall be avoided by officially proposed, in any such case on or after October 12, 2018, which results in a substantial likelihood that the Company taking reasonable measures available will be required to itpay Additional Amounts on the next interest payment date. However, provided that no such notice of redemption will shall be given earlier than 90 days prior to the earliest date on which it the Company would be, in the case of a redemption for the reasons specified in (a) above, or there would be obliged a substantial likelihood that the Company would be, in the case of a redemption for the reasons specified in (b) above, obligated to pay such Additional Amounts were if a payment in respect of the notes were then due; provided, however, that if due and at the Company has time such notification of redemption is given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledcircumstance remains in effect. Prior to the giving mailing of any notice of redemption pursuant to this paragraphsection, the Company will deliver to the Trustee an Officers’ Certificate Trustee: (1) a certificate signed by one of its duly authorized officers 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 Company’s right so to redeem have occurred, and an and (2) a written opinion of independent legal 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 or that there is a substantial likelihood that the Company will be required to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation, as the case may be. Such notice, once delivered by the Company to the Trustee, will be irrevocable.

Tax Redemption. Subject to Unless previously redeemed or repurchased and canceled, the prior approval of FINMASenior Notes will be repayable at par, including Additional Amounts, if then required under Swiss laws any, on March 20, 2031, or such earlier date on which the same shall be due and regulations applicable to payable in accordance with the Guarantor from time to timeterms and conditions of the notes. However, as evidenced by an Officers’ Certificate if the Stated Maturity or earlier date of redemption is not a Business Day, the Senior Notes will be payable on the next succeeding Business Day and no interest shall accrue for the period from the Company certifying Stated Maturity or relevant redemption date to such payment date. The Senior Notes may be redeemed at the same, option of the Company may at its option redeem the NotesCompany, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, together with interest accrued and unpaid on the Senior Notes to be redeemed to, but excluding, the date fixed for redemption, at any time time, on giving not less than 30 nor more than 60 days’ notice to if: (a) 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 Company has or will become obligated to pay 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 (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, the United States or any political subdivision or any taxing authority thereof of or thereinin the United States affecting taxation, or any change in the application or amendment to an official interpretation application, interpretation, administration or enforcement of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after March 14, 2024, or (b) any action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in the date hereofUnited States or any political subdivision or taxing authority of or in the United States, and including any of those actions specified in (a) above, whether or not such obligation cannot action was taken or brought with respect to the Company, or any change, clarification, amendment, application or interpretation of such laws, regulations or rulings shall be avoided by officially proposed, in any such case on or after March 14, 2024, which results in a substantial likelihood that the Company taking reasonable measures available will be required to itpay Additional Amounts on the next Interest Payment Date. However, provided that no such notice of redemption will shall be given earlier than 90 days prior to the earliest date on which it the Company would be, in the case of a redemption for the reasons specified in (a) above, or there would be obliged a substantial likelihood that the Company would be, in the case of a redemption for the reasons specified in (b) above, obligated to pay such Additional Amounts were if a payment in respect of the notes were then due; provided, however, that if due and at the Company has time such notification of redemption is given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledcircumstance remains in effect. Prior to the giving mailing of any notice of redemption pursuant to this paragraphsection, the Company will deliver to the Trustee an Officers’ Certificate Trustee: (1) a certificate signed by one of its duly authorized officers 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 Company’s right so to redeem have occurred, and an and (2) a written opinion of independent legal 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 or that there is a substantial likelihood that the Company will be required to pay such Additional Amounts as a result of such action or proposed change, clarification, amendment, application or interpretation, as the case may be. Such notice, once delivered by the Company to the Trustee, will be irrevocable.

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 of each 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 15 nor more than 60 days’ written notice to the Holders and of the TrusteeNotes of 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 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 of such 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 FINMAThe Issuer or any Guarantor 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 upon notice of not less than 30 ten (10) nor more than 60 sixty (60) days’ notice to the Holders and the Trustee, at a Redemption Price equal to 100% of the principal amount thereof, plus accrued and unpaid interest (subject to the right of the Notes being redeemedHolders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, together with accrued interest toif any, 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 treaties (or any regulations or rulings promulgated thereunder) of Switzerland a Taxing Jurisdiction; or (2) any amendment to or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any change in the application or an official interpretation of or application regarding such laws, treaties, regulations or rulingsrulings (including a determination by a court of competent jurisdiction), which amendment or change or amendment becomes effective on or after the Issue Date, (i) the Issuer or any Guarantor, as the case may be, has become or would become obligated to pay, on the next date hereofon which any amount would be payable with respect to the Notes (and, in respect of the Obligations of any Guarantor, such Guarantor is making or will be making payments with respect to the Notes in lieu of the Issuer), any Additional Amounts (or in the case of any Guarantor, any Additional Amounts in excess of those attributable to a Brazilian withholding tax rate of 15% and in the case of any successor Person to the Issuer or a Guarantor who is not resident in Brazil for tax purposes, any Additional Amounts in excess of those attributable to the rate of withholding applicable to payments on the Notes in the jurisdiction in which such successor is resident on the date such successor replaces the Issuer or any Guarantor, as applicable), in each case, determined without regard to any interest, fees, penalties or other additions to tax and (ii) the Issuer or any Guarantor, as the case may be, determines in good faith that such obligation cannot be avoided by the Company taking use of reasonable measures available to itthe Issuer or such Guarantor (including, without limitation, by changing the jurisdiction from which or through which payment is made, to the extent such change would be a reasonable measure in light of the circumstances); provided that that: (i) no such notice of redemption will may be given earlier than 90 sixty (60) days prior to the earliest date on which it the Issuer or any Guarantor, as the case may be, 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 (ii) 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 Trustee 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 delivery of any notice of redemption to the Holders pursuant to this paragraphSection 3.02(a), the Company Issuer or the relevant Guarantor will deliver to the Trustee Trustee: (1) an Officers’ Certificate (A) stating that it the Issuer or such Guarantor, as the case may be, is entitled to effect such redemption and redemption, (B) setting forth a statement of facts showing that the conditions precedent to its the right of the Issuer or such Guarantor, as the case may be, to so redeem have occurred, and (C) stating that all governmental approvals, if any, necessary to effect such redemption have been obtained and are in full force and effect, and (2) an opinion Opinion of independent counsel of recognized standing Counsel in the relevant Taxing Jurisdiction, to the effect that (A) the Company Issuer or such Guarantor, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change and (B) all governmental approvals, if any, necessary to effect such redemption have been obtained and are in full force and effect. Any notice of redemption pursuant to this provision will be irrevocable. The foregoing provisions will apply mutatis mutandis to the laws and official interpretations or amendmentapplications of any jurisdiction in which any successor permitted under Section 5.01 or the Substituted Issuer (as described under Section 10.01) is organized, but only with respect to events arising after the date of succession or substitution.

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 (a) The Issuer may at its option redeem the Notes, in 2031 Notes as a whole but not in part, at its option at any time on prior to maturity, upon the giving not less than 30 nor more than 60 days’ of a notice of redemption to the Holders and Holders, if the TrusteeIssuer determines that, at as a result of: (i) any change in or amendment to the principal amount 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, but excluding which change or amendment is announced and becomes effective after the Redemption Issue Date (or, if the Relevant Jurisdiction becomes a Relevant Jurisdiction on a date after the Issue Date, if it after such later date) (each of the foregoing, a “Change in Tax Law”), the Issuer or the any Guarantor has is or will become obligated to pay Additional Amounts with respect to the 2031 Notes or the Guarantees on the next succeeding Interest Payment Date (but in respect the case of the notes as described below as a result of any change inGuarantors, or amendment to, only if 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 payments giving rise to such obligation cannot be avoided made by the Company taking Issuer or another Guarantor without the obligation to pay Additional Amounts) and the payment of such Additional Amounts cannot be prevented by the use of reasonable measures available to itthe Issuer or the Guarantors. The redemption price will be equal to 100% of the principal amount of the 2031 Notes plus accrued and unpaid interest to but excluding the date fixed for redemption (a “Tax Redemption Date”), provided that no such and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the tax redemption or otherwise (subject to the right of Holders of the 2031 Notes on any record date occurring prior to the Tax Redemption Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (if any) in respect thereof). The date and the applicable redemption price will be specified in the notice of tax redemption. Notice of such tax redemption will be given earlier irrevocable, and must be mailed by first-class mail to each Holder’s registered address, or delivered electronically if held by any depositary in accordance with such depositary’s customary procedures, not less than 90 fifteen (15) nor more than sixty (60) days prior to the earliest date on which it the Issuer 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 2031 Notes were actually due on such date. No such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such of tax redemption will be canceled. given unless, at the time such notification of tax redemption is given, such obligation to pay such Additional Amounts remains in effect. (b) Prior to giving the giving of any notice of redemption pursuant to this paragraphtax redemption, the Company Issuer will deliver to the Trustee an Officers’ Certificate Trustee: (i) a certificate signed by a duly authorized officer of the Issuer stating that it the Issuer is entitled to effect such the tax redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Issuer to so redeem have occurred, and ; and (ii) an opinion of independent tax counsel of recognized standing qualified under the laws of the Relevant Jurisdiction, selected by the Issuer, to the effect that the Company has Issuer is or will become would be obligated to pay such Additional Amounts as a result of such change a Change in Tax Law. (c) The foregoing provisions shall apply mutatis mutandis to any successor to the Issuer or amendmentany Guarantor.”

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 (a) The Issuer may at its option redeem the Notes, in Notes as a whole but not in part, at its option at any time on prior to maturity, upon the giving not less than 30 nor more than 60 days’ of a notice of redemption to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Dateholders, if it determines that, as a result of: (1) any change in or amendment to the laws, or any regulations or rulings promulgated under the laws, of a Relevant Jurisdiction affecting taxation, or (2) any change in or amendment to an official position regarding the application or interpretation of the laws, regulations or rulings referred to above, (b) which change or amendment is announced and becomes effective after the Issue Date (or, if the Relevant Jurisdiction becomes a Relevant Jurisdiction on a date after the Issue Date, after such later date) (each of the foregoing, a “Change in Tax Law”), the Issuer or any Guarantor has 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 inNotes or the Note Guarantees on the next succeeding interest payment date, or amendment to, the laws pursuant to Section 4.05 (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 but in the application case of a Guarantor, only if the payments giving rise to such obligation cannot be made by the Issuer or official interpretation another Guarantor without the obligation to pay Additional Amounts) and the 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 Issuer or the Guarantor. The redemption price will be equal to 100% of the principal amount of the Notes plus accrued and unpaid interest to but excluding the date fixed for redemption (a “Tax Redemption Date”), provided that no such and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on any record date occurring prior to the Tax Redemption Date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof). 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 mailed by first-class mail to each Holder’s registered address, or delivered electronically if held by any depositary in accordance with such depositary’s customary procedures, not less than 90 15 nor more than 60 days prior to the earliest date on which it the Issuer 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 canceled. given unless, at the time such notification of redemption is given, such obligation to pay such Additional Amounts remains in effect. (c) Prior to giving the giving of any notice of redemption pursuant to this paragraphtax redemption, the Company Issuer will deliver to the Trustee an Officers’ Certificate Trustee: (1) a certificate signed by a duly authorized officer stating that it the Issuer 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 Issuer to so redeem have occurred, and ; and (2) an opinion of independent tax counsel of recognized standing qualified under the laws of the Relevant Jurisdiction, selected by us, to the effect that the Company has Issuer is or will become would be obligated to pay such Additional Amounts as a result of such change or amendmenta Change in Tax Law. (d) The foregoing provisions shall apply mutatis mutandis to any successor to the Issuer.

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 Issuer or any successor Issuer may at its option redeem the NotesNotes in whole, in whole but not in part, at any time on upon giving not less than 30 10 nor more than 60 days’ notice to the Holders and of the Trustee, Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, together with accrued interest toand unpaid interest, if any, to but excluding not including the date fixed for redemption (a “Tax 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 all Additional Amounts, if it or the Guarantor has or any, then due and which will become obligated to pay Additional Amounts in respect of due on the notes as described below Tax Redemption Date as a result of the redemption or otherwise if the Issuer or any Guarantor (including, in each case, any successor entity) (a “Payor”) determine in good faith that, as a result of: (1) any change in, or amendment to, the laws law (or any regulations regulations, protocols or rulings promulgated thereunder) of Switzerland or Guernsey, as applicablea Relevant Taxing Jurisdiction; or (2) any change in, or any political subdivision or taxing authority thereof or thereinamendment to, or any change in the application introduction of, an official position regarding the application, administration or official interpretation of such laws, treaties, regulations or rulingsrulings (including a holding, which change judgment or amendment becomes effective order by a court of competent jurisdiction) of a Relevant Taxing Jurisdiction (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”), a Payor is, or on or after the next interest payment date hereofin respect of the Notes would be, required to pay any Additional Amounts, and such obligation cannot be avoided by the Company taking reasonable measures available to itthe Payor (including, provided for the avoidance of doubt, the appointment of a new paying agent where this would be reasonable and not result in any material legal or regulatory burden or any significant additional costs but not including assignment of the obligation to make payment with respect to the Notes). In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at the date of the Offering Memorandum, such Change in Tax Law must be announced and become effective on or after the Issue Date of the Notes. In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after the Issue Date of the Notes, such Change in Tax Law must be announced and become effective on or after the date the jurisdiction becomes a Relevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the predecessor of the successor Issuer. Notice of redemption for taxation reasons will be published in accordance with the procedures described in Section 3.03. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which it the Payor would be obliged obligated to pay make such payment of Additional Amounts were if a payment in respect of the notes Notes were then due; provided, however, that if due and (b) unless at the Company has given time such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption dateis given, such tax redemption will be canceledobligation to pay such Additional Amounts remains in effect. Prior to the giving publication or mailing of any notice of redemption of the Notes pursuant to this paragraphthe foregoing, the Company Issuer or successor Issuer will deliver to the Trustee (a) 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 so redeem have occurred, been satisfied and (b) an opinion Opinion of Counsel of an independent tax counsel of recognized standing to the effect that the Company Payor has or have been or will become obligated to pay such Additional Amounts as a result of a Change in Tax Law. The Trustee will accept such change Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders. Upon receiving such notice of redemption, each Holder will have the right to elect to not have its Notes redeemed, in which case the Payors will not be obligated to pay any Additional Amounts on any payment with respect to such Note after the Tax Redemption Date (or, if the Payors fail to pay the redemption price on the Tax Redemption Date, after such later date on which the Payors pay the redemption price) solely as a result of such Change in Tax Law that resulted in the obligation to pay such Additional Amounts, and all future payments with respect to such Note will be subject to the deduction or amendmentwithholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such Change in Tax Law. If no election is made, the Holder will have its Notes redeemed without further action. The foregoing will apply mutatis mutandis to any jurisdiction in which any successor to the Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.