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 (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 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 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 (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 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 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 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 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 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 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 12, 2026, 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 12, 2026, 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 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 or other appointed agent (which shall initially be Computershare Trust Company of Canada acting in accordance with the Agency Agreement and 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 interest and unpaid interest, 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 described under 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) and Section 3.03(a)(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 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 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 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 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 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 to The Notes may be redeemed, at the prior approval option of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the NotesIssuer, in whole but not in part, at any time on upon giving not less than 30 15 nor more than 60 days’ written notice to the Holders and the Trustee(which notice shall be irrevocable) in accordance with Section 3.4 hereof, at a redemption price equal to 100% of the principal amount of thereof, plus accrued and unpaid interest, if any, to the Notes being redeemed, together with accrued interest to, but excluding date fixed by the Company for redemption (the ‘‘Tax Redemption Date’’) if, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below as a result of (a) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of Switzerland a Relevant Taxing Jurisdiction affecting taxation (including a proposed change or Guernseyamendment that, if enacted, will be effective prior to the enactment date) or (b) any change in the existing official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application, administration or interpretation is announced or becomes effective on or after the Issue Date, the Issuer, the Company or any Subsidiary Guarantor, as applicablethe case may be, is, or on the next interest payment date would be, required to pay any Additional Amounts with respect to any payment due or becoming due under the Notes or this Indenture and such requirement cannot be avoided by the taking of reasonable measures by the Issuer, the Company or a Subsidiary Guarantor, as determined in good faith by the relevant Board of Directors. Prior to the publication and mailing of any notice of redemption of the notes pursuant to this Section 3.5, the Issuer will deliver to the Trustees an Opinion of Counsel reasonably acceptable to the Trustees and setting forth in reasonable detail the circumstances giving rise to such right of redemption pursuant to clause (a) or (b) above. The provisions described under this Section 3.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereof, and such obligation cannot be avoided by the Company taking reasonable measures available to it, provided . Any Notes that no such notice of redemption will be given earlier than 90 days prior to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption are redeemed pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have occurred, and an opinion of independent counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of such change or amendmentSection 3.5 shall be cancelled.

Tax Redemption. Subject to the 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 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 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. (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 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 [REDACTED – commercially sensitive information] nor more than 60 [REDACTED – commercially sensitive information] days’ prior notice at a redemption price equal to [REDACTED – commercially sensitive information]% 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, respectively, 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 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 occurredanother jurisdiction), 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 successor Persons to the Company and any jurisdiction in which any successor Person to the Company 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 Person 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 (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 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), which is publicly announced or becomes effective on or after the Issue 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 10 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 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date). (b) In the event that the Company elects to redeem the Notes being redeemedpursuant to the provisions set forth in Section 3.09(a), together with accrued interest to, but excluding the Redemption Date, if it or Company shall deliver to the Guarantor has Trustee an Officer’s Certificate stating that the Company is or will become obligated to pay Additional Amounts because of an amendment to or change in respect law or regulation or position as described in this Section 3.09. Notice of the notes 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 such Officer’s Certificate stating that the Company is or will become obligated to pay Additional Amounts because of an amendment to or change in law or regulation or position as described below as a result in this Section 3.09. (c) Any redemption pursuant to Section 3.09 shall be made pursuant to the provisions of any change in, or amendment to, Section 3.01 through 3.06. Any notice to redeem 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 canNotes pursuant to this Section 3.09 shall not 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 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 Notes may be redeemed as a whole, at the prior approval option of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in part, at any time on prior to maturity, upon the giving not less than 30 nor more than 60 days’ of a notice to of redemption in the Holders and manner provided in the TrusteeIndenture, at the principal amount of the Notes being redeemedthereof, together with accrued interest to, but excluding to the Redemption Datedate fixed for redemption, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below Company determines that, as a result of any change in, in or amendment to, to the laws (or any regulations or rulings promulgated thereunder) of Switzerland the United States or Guernsey, as applicable, or of any political subdivision or taxing authority thereof or thereintherein affecting taxation, or any change in official position regarding the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date hereofof this Note, and such obligation cannot be avoided by the Company taking reasonable measures available or Texaco Inc., as the case may be, has or will become obligated to it, provided that no such notice of redemption will be given earlier than 90 days prior pay Additional Amounts (as defined below) with respect to the earliest date on which it would be obliged to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledNotes as described below under paragraph 9 hereof. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company will shall deliver to the Trustee an Officers’ Certificate (i) a certificate stating that it the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company to so redeem have occurredoccurred (the date on which such certificate is delivered to the Trustee being the "Redemption Determination Date"), and (ii) an opinion of independent counsel of recognized standing reasonably acceptable to the Trustee to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company has or will become Texaco Inc., as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of any Note were then due. If the Company shall determine that any payment made outside the United States by the Company or Texaco Inc., as the case may be, by any Paying Agent of principal or interest due in respect of any Note or Coupon (as defined below) would, under any present or future laws or regulations of the United States, be subject to any certification, identification or other information reporting requirement of any kind, the effect of which is the disclosure to the Company, Texaco Inc., any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Note or Coupon who is a United States Alien (as defined below under ", Payment of Additional Amounts") (other than such a requirement (a) that would not be applicable to a payment made by the Company or Texaco Inc., as the case may be, or any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, or (b) that can be satisfied by such custodian, nominee or other agent certifying to the effect that such beneficial owner is a United States Alien; provided that in each case referred to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent to such beneficial owner would not otherwise be subject to any such requirement), the Company shall redeem the Notes, as a whole, at the principal amount thereof, together with accrued interest to the date fixed for redemption or, at the election of the Company or Texaco Inc., as the case may be, if the conditions of the next paragraph are satisfied, pay the additional amounts specified in such paragraph. The Company shall make such determination and election as soon as practicable and publish prompt notice thereof (the "Determination Notice") stating the effective date of such certification, identification or other information reporting requirements, whether the Company will redeem the Notes or has elected to pay the additional amounts specified in the next paragraph, and (if applicable) the last date by which the redemption of the Notes must take place, as provided in the next sentence. If the Company redeems the Notes, such redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Company shall elect by notice to the Trustee. Notwithstanding the foregoing, the Company shall not so redeem the Notes if the Company or Texaco Inc., as the case may be, shall subsequently determine, not less than 30 days prior to the date fixed for redemption, that subsequent payments would not be subject to any such certification, identification or other information reporting requirement, in which case the Company shall publish prompt notice of such determination and any earlier redemption notice shall be revoked and of no further effect. If and so long as the certification, identification or other information reporting requirements referred to in the preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Company or Texaco Inc., as the case may be, may elect to pay as additional amounts such amounts as may be necessary so that every net payment made outside the United States following the effective date of such requirements by the Company or Texaco Inc., as the case may be, or any Paying Agent of principal or interest due in respect of any Note or any Coupon of which the beneficial owner is a United States Alien (but without any requirement that the nationality, residence or identity of such beneficial owner be disclosed to the Company, Texaco Inc., any Paying Agent or any governmental authority, with respect to the payment of such additional amounts), after deduction or withholding for or on account of such backup withholding tax or similar charge (other than a backup withholding tax or similar charge that (i) would not be applicable in the circumstances referred to in the second parenthetical clause of the first sentence of the preceding paragraph, or (ii) is imposed as a result of presentation of such change Note or amendmentCoupon for payment more than 15 days after the date on which such payment becomes due and payable or on which payment thereof is duly provided for, whichever occurs later), will not be less than the amount provided for in such Note or Coupon to be then due and payable. In the event the Company or Texaco Inc., as the case may be, elects to pay any additional amounts pursuant to the applicable provisions of this paragraph, the Company shall have the right to redeem the Notes as a whole at any time pursuant to the provisions of the preceding paragraph and the redemption price of such Notes will not be reduced for applicable withholding taxes. If the Company or Texaco Inc., as the case may be, elects to pay additional amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Company will redeem the Notes as a whole, pursuant to the applicable provisions of the preceding paragraph.

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

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

Tax Redemption. Subject (a) The Notes may be redeemed, at the option of the Company or a Surviving Person with respect to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to timeCompany, 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 upon giving not less than 30 days’ nor more than 60 days’ notice to the Holders and upon reasonable notice in advance of such notice to Holders to the TrusteeTrustee (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, together with accrued and unpaid interest to(including any Additional Amounts), but excluding if any, to the date fixed by the Company or the Surviving Person, as the case may be, 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 of: (i) 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 affecting taxation; or (ii) any change in the existing official position or the stating of an official position regarding the application or official interpretation of such laws, regulations or rulingsrulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective on or after (i) with respect to the Company or any Guarantor, the Issue Date, or (ii) with respect to any Future Guarantor or Surviving Person, the date hereofsuch Future Guarantor or Surviving Person becomes a Future Guarantor or Surviving Person, with respect to any payment due or to become due under the Notes, any Guarantee, or this Indenture, the Company, a Surviving Person or a Guarantor, as the case may be, is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and such obligation requirement cannot be avoided by the Company taking of reasonable measures available to itby the Company, a Surviving Person or a Guarantor, as the case may be; 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, a Surviving Person or a Guarantor, as the case may be, would be obliged obligated to pay such Additional Amounts were if a payment in respect of the notes Notes were 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. . (b) Prior to the giving mailing of any notice of redemption for Notes pursuant to this paragraphthe foregoing, the Company Company, a Surviving Person or a Guarantor, as the case may be, will deliver to the Trustee Trustee: (i) an Officers’ Certificate stating that it such change or amendment referred to in the prior paragraph has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Company, a Surviving Person or a Guarantor, as the case may be, taking reasonable measures available to it; and (ii) an Opinion of Counsel or a written opinion of a tax consultant who is entitled acceptable to effect such redemption the Trustee, either of recognized standing, in form and setting forth a statement of facts showing substance satisfactory to the Trustee, stating 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 requirement to pay such Additional Amounts as a result of results from such change or amendmentamendment referred to in the prior paragraph. The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders. (c) Any Notes that are redeemed will be cancelled.

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the 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 register of Notes maintained by the TrusteeSecurity Registrar, 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, 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 (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 112 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 become obligated to pay such Additional Amounts as a result of such amendment or change or amendmentas described above.

Tax Redemption. Subject to the prior approval of FINMAThe Issuer may redeem all, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes, in whole but not in partless than all, of the Notes at any time on giving not less than 30 nor more than 60 days’ notice to at 100% of the Holders and the Trustee, at the aggregate principal amount of the Notes being redeemedNotes, together with accrued and unpaid interest to, but excluding excluding, the Redemption Dateapplicable redemption date, if it the Issuer or the any Guarantor is, has become or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below or Reimbursement Payments as a result of any change in, in or amendment to, to the laws (including any rules or regulations promulgated thereunder or any regulations treaties or rulings promulgated thereunderrulings) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, or any change in the application or amendment to any official application, administration or interpretation of such laws, regulations rules, regulations, treaties or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdic- tion), in each case, which change or amendment is officially announced by such Taxing Jurisdiction and becomes effective on or after the date hereofof the Offering Memorandum (or, and in the case of a Taxing Jurisdic- tion that did not become a Taxing Jurisdiction until after the Issue Date, on or after the later date on which such obligation cannot be avoided by Taxing Jurisdiction became a Taxing Jurisdiction under this Indenture) (each such change or amendment, a “Change in Tax Law”). Notwithstanding the Company taking reasonable measures available to itforegoing, provided that no such notice of any such redemption will be given earlier than 90 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledAmounts. Prior to the giving of any notice of redemption of Notes pursuant to this paragraphsection, the Company Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Issuer so to redeem re- deem have occurredoccurred and that the obligation to pay Additional Amounts cannot be avoided by the taking of reasonable measures by the Issuer or the applicable Guarantor (for the avoidance of doubt, including, in the case of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes), and an opinion (b) a written opin- ion of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Company Is- ▇▇▇▇ 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 (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 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), which is publicly announced or becomes effective on or after the Issue 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 15 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 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 the redemption date). (b) In the event that the Company elects to redeem the Notes being redeemedpursuant to the provisions set forth in Section 3.09(a), together with accrued interest to, but excluding the Redemption Date, if it or Company shall deliver to the Guarantor has Trustee an Officer’s Certificate stating that the Company is or will become obligated to pay Additional Amounts because of an amendment to or change in respect law or regulation or position as described in this Section 3.09. Notice of the notes 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 such Officer’s Certificate stating that the Company is or will become obligated to pay Additional Amounts because of an amendment to or change in law or regulation or position as described below as a result in this Section 3.09. (c) Any redemption pursuant to Section 3.09 shall be made pursuant to the provisions of any change in, or amendment to, Section 3.01 through 3.06. Any notice to redeem 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 canNotes pursuant to this Section 3.09 shall not 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 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 (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 or, in the prior approval case of FINMAa change in official interpretation or application, if then required under Swiss laws and regulations applicable to is announced on or after the date of this Supplemental Indenture, 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 and the Holders, shall be irrevocable.

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 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 If the Issuer becomes, or will become, obligated to pay, on the next date on which any amount may be payable with respect to the prior approval Securities, any Additional Amounts as a result of FINMAan actual change in, 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 sameor amendment or proposed amendment to, the Company may 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 a court of competent jurisdiction), which is publicly announced or becomes effective on or after the Issue Date and such obligation cannot be avoided by taking reasonable measures available to it, then the Issuer may, at its option option, redeem the NotesSecurities 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 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 the redemption date). Notice of the Notes being redeemed, together with accrued interest to, but excluding Issuer’s intent to redeem the Redemption Date, if Securities shall not be effective until such time as it or delivers to the Guarantor has Trustee (1) an Officers’ Certificate stating that the Issuer is or will become obligated to pay any Additional Amounts because of an amendment to or change in respect of the notes law or regulation or position as described below as a result in this paragraph and (2) an opinion 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 an independent tax redemption date, such tax redemption will be canceled. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company will deliver counsel reasonably satisfactory 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 circumstances referred to pay such Additional Amounts as a result of such change or amendmentabove exist.

Tax Redemption. Subject If the Company or a Guarantor 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 that, if then required under Swiss laws and regulations applicable enacted, will be effective prior to the Guarantor from time to timeenactment date) in, or amendment to, the laws or regulations of Canada or any Canadian taxing authority or the government (or any political subdivision thereof) of any Specified Tax 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 a court of competent jurisdiction), which is publicly announced and becomes effective on or after the Issue Date and such Additional Amounts cannot (as evidenced by certified in an Officers’ Certificate from delivered to the Trustee) be avoided by the use of reasonable measures available to the Company certifying and, in the samecase of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Company may or another Guarantor without the obligation to pay Additional Amounts, then 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 15 nor more than 60 days’ notice (such notice to be provided not more than 90 days before 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 next date on which it or the Guarantor has 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 not including, 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 the Redemption Date). Notice of the Company’s intent to redeem the Notes shall not be effective until such time as it delivers to the Trustee an opinion of independent legal counsel stating that the Company or a Guarantor is or will become obligated to pay Additional Amounts because of an actual or proposed amendment to or change in respect of the notes law or regulation or position as described below as a result of any change inin this Section 3.8. Except pursuant to the preceding paragraphs, or amendment toas described in Section 4.10(i) hereto, 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 canNotes will not be avoided by redeemable at the Company taking reasonable measures available to it, provided that no such notice of redemption will be given earlier than 90 days Company’s option 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 amendmentmaturity.

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 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), which is publicly announced or becomes effective on or after the Issue 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 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 the redemption date). (b) In the event that the Company elects to redeem the Notes being redeemedpursuant to the provisions set forth in Section 3.09(a), together with accrued interest to, but excluding the Redemption Date, if it or Company shall deliver to the Guarantor has Trustee an Officer’s Certificate stating that the Company is or will become obligated to pay Additional Amounts because of an amendment to or change in respect law or regulation or position as described in this Section 3.09. Notice of the notes 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 such Officer’s Certificate stating that the Company is or will become obligated to pay Additional Amounts because of an amendment to or change in law or regulation or position as described below as a result in this Section 3.09. (c) Any redemption pursuant to Section 3.09 shall be made pursuant to the provisions of any change in, or amendment to, Section 3.01 through 3.06. Any notice to redeem 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 canNotes pursuant to this Section 3.09 shall not 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 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 Company may at its option redeem the NotesThe Notes are redeemable, in whole but not in part, at the option of the Company at any time on giving time, upon not less than 30 nor more than 60 days’ notice ' prior written notice, mailed by first class mail to each Holder at its last address appearing in the Holders and register of Notes maintained by the Trustee, Security Registrar at 100% of the principal amount of the Notes being redeemed, together with thereof plus accrued and unpaid interest to, but excluding thereon to the Redemption Date, if it the Company or the any Guarantor has is or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes or the Guarantees, any Additional Amounts in respect of the notes as described below as a result of any a change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland or Guernsey, as applicableany Taxing Authority, or any political subdivision or taxing authority thereof or thereinchanges in, or amendment to, any change in official position regarding the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective is announced on or after the date hereofIssue Date; PROVIDED that the Company or such Guarantor determines, and in its business judgment, that the obligation to pay such obligation Additional Amounts cannot be avoided by the Company taking use of reasonable measures available to itthe Company or such Guarantor (not including substitution of the obligor under the Notes); and PROVIDED, provided FURTHER, that (i) no such notice of redemption will may be given earlier than 90 days prior to the earliest date on which it the Company or such Guarantor would but for such redemption be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if or later than 270 days after the Company has given or such Guarantor first becomes liable to pay any Additional Amounts as a result of any changes in or amendments to laws, regulations or official positions described above and (ii) at the time such notice and a Restructuring Event occurs thereafteris given, but prior the Company's or such Guarantor's obligation to the tax redemption date, pay such tax redemption will be canceledAdditional Amounts remains in effect. Prior to the giving publication of any notice of redemption pursuant to this paragraphprovision, the Company will deliver to the Trustee (a) an Officers’ Officer's Certificate stating that it the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Company so to redeem have occurred, occurred and (b) an opinion of independent legal counsel qualified under the laws of recognized standing the relevant jurisdiction to the effect that the Company or such Guarantor has or will become obligated to pay such Additional Amounts as a result of such amendment or change or amendmentas described above.

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

Tax Redemption. Subject (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 or, in the prior approval case of FINMAa change in official interpretation or application, if then required under Swiss laws and regulations applicable to is announced on or after the date of this Supplemental Indenture, 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. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from (a) If the Company certifying the samedetermines (i) that it has become, the Company or will become, obligated to pay, on a date on which any amount may at its option redeem be payable with respect to the Notes, in whole but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Holders and the Trustee, at the principal amount of the Notes being redeemed, together with accrued interest to, but excluding the Redemption Date, if it or the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below as a result of any an actual change in, or amendment to, the laws (or regulations of any regulations Relevant Taxing Jurisdiction or rulings promulgated thereunder) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, or any a change in any official position or the introduction of an official position regarding the application or official interpretation thereof (including a holding by a court of such laws, regulations or rulingscompetent jurisdiction), which change or amendment is publicly announced and becomes effective on or after the date hereof, Issue Date and (ii) that such obligation to pay Additional Amounts cannot be avoided by the Company taking reasonable measures available that, in the sole discretion of the Company, acting reasonably, would both avoid the obligation to itpay Additional Amounts and not result in any other material cost or other deleterious effect to the Company, provided that no then the Company may, at its option, redeem the Notes then outstanding, in whole but not in part, upon not less than 10 nor more than 60 days' notice (such notice of redemption will to be given earlier provided not more than 90 120 days prior to before the earliest next date on which it would be obliged obligated to pay such Additional Amounts were Amounts), at a payment in respect redemption price equal to 100% of the notes then due; providedprincipal amount thereof, howeverplus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that if the Company has given such notice and a Restructuring Event occurs thereafter, but is on or prior to the tax redemption date, such tax redemption will be canceled. Prior ). (b) In the event that the Company elects to redeem the Notes pursuant to the giving of any notice of redemption pursuant to this paragraphprovisions set forth in Section 3.09(a), the Company will shall 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 as to redeem have occurred, occurred and (b) an opinion Opinion of independent counsel Counsel qualified under the laws of recognized standing the Relevant Taxing Jurisdiction to the effect that the Company has been or will become obligated to pay such Additional Amounts because of an amendment to or change in law or regulation or position as a result described in this Section 3.09. (c) Any redemption pursuant to Section 3.09 shall be made pursuant to the provisions of such change or amendmentSection 3.01 through 3.06. Any notice to redeem the Notes pursuant to this Section 3.09 shall not be given earlier than 120 days prior to the earliest date on which the Company would be obligated to pay Additional Amounts in respect of the Notes.

Tax Redemption. Subject The Notes may be redeemed, at the option of the Company or a Surviving Person with respect to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to timeCompany, 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 upon giving not less than 30 days’ nor more than 60 days’ notice to the Holders and upon reasonable written notice in advance of such notice to Holders to the TrusteeTrustee (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes being redeemedthereof, together with accrued and unpaid interest to(including any Additional Amounts), but excluding if any, to the date fixed by the Company or the Surviving Person, as the case may be, 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 of: (i) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Switzerland the Cayman Islands, the PRC or Guernseysuch other jurisdiction in which the Company or the Guarantor is then organized, as applicablethe case may be, or any political subdivision or taxing authority thereof or therein, or affecting taxation; or (ii) any change in the existing official position or the stating of an official position regarding the application or official interpretation of such laws, regulations or rulingsrulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective on or after (i) with respect to the Company or any Guarantor, the Issue Date, or (ii) with respect to any Future Guarantor or Surviving Person, the date hereofsuch Future Guarantor or Surviving Person becomes a Future Guarantor or Surviving Person, with respect to any payment due or to become due under the Notes, any Guarantee, or the Indenture, the Company, a Surviving Person or a Guarantor, as the case may be, is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and such obligation requirement cannot be avoided by the Company taking of reasonable measures available to itby the Company, a Surviving Person or a Guarantor, as the case may be; 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, a Surviving Person or a Guarantor, as the case may be, would be obliged obligated to pay such Additional Amounts were if a payment in respect of the notes Notes were 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 (a) The Company shall make an offer to purchase the Notes (a “Tax Redemption Offer”), at a redemption price equal to the prior approval of FINMAGuaranteed Minimum Return, plus any accrued and unpaid interest (including any Additional Tax Amounts), if then required under Swiss laws and regulations applicable any, to the Guarantor from time to timedate fixed by the Company or the Surviving Person, as evidenced by an Officers’ Certificate from the Company certifying case may be, for redemption (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 “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 of: (i) 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 affecting taxation; or (ii) any change in the existing official position or the stating of an official position regarding the application or official interpretation of such laws, regulations or rulingsrulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective on or after the date hereofIssue Date with respect to any payment due or to become due under the Notes, or this Indenture, the Company is, or on the next Interest Payment Date would be, required to pay Additional Tax Amounts, and such obligation requirement cannot be avoided by the taking of reasonable measures by the Company, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Tax Amounts if a payment in respect of the Notes were then due. (b) Prior to the mailing of any notice of redemption for Notes pursuant to the foregoing, the Company will deliver to the Trustee: (i) an Officers' Certificate stating that such change or amendment referred to in the prior paragraph has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Company taking reasonable measures available to it, provided that no such notice ; and (ii) an Opinion of redemption will be given earlier than 90 days prior Counsel or a written opinion of a tax consultant who is acceptable to the earliest date on which it would be obliged Trustee, either of recognized standing, in form and substance satisfactory to the Trustee, stating that the requirement to pay such Additional Tax Amounts were a payment results from such change or amendment referred to in respect the prior paragraph. The Trustee shall accept such certificate and opinion as sufficient evidence of the notes then due; providedsatisfaction of the conditions precedent described above, however, in which event it shall be conclusive and binding on the Holders. Any Notes that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption are redeemed will be canceled. Prior to . (c) Notwithstanding the giving of foregoing, any notice of redemption pursuant to this paragraph, the Company will deliver to the Trustee an Officers’ Certificate stating that it Holder is entitled to effect such redemption reject the Tax Redemption Offer made by the Company hereunder and setting forth a statement of facts showing that the conditions precedent to its right elect to redeem have occurred, and an opinion of independent counsel of recognized standing continue being subject to the effect that statutorily required withholding of the Company has or will become obligated to pay such Additional Tax Amounts as a result of such change or amendmentby the Company.

Tax Redemption. Subject (a) If, as a result of any amendment to, or change in, the laws (or any rules or regulation thereunder) of the Relevant 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 any series of 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 of such series 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 a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with thereof 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 7.4(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’ Certificate 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 7.4(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 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 under paragraph (8) of this Note. 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.

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

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

Tax Redemption. Subject to 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 PIK Toggle 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, 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 PIK Toggle 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 PIK Toggle 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 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 or such notice and a Restructuring Event occurs thereafter, Guarantor would 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 for 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 be obligated to pay such Additional Amounts or later than 270 days after the Company 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 change notice is given, the Company’s or amendmentsuch Guarantor’s obligation to pay such Additional Amounts remains in effect.

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

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

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

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

Tax Redemption. Subject to the prior approval 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.

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 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 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 10 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 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 Floating Rate 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, 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 Floating Rate 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 Floating Rate 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 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 or such notice and a Restructuring Event occurs thereafter, Guarantor would 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 for 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 be obligated to pay such Additional Amounts or later than 270 days after the Company 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 change notice is given, the Company's or amendmentsuch Guarantor's obligation to pay such Additional Amounts remains in effect.

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 PIK Toggle 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, 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 PIK Toggle 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 PIK Toggle 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 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 or such notice and a Restructuring Event occurs thereafter, Guarantor would 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 for 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 be obligated to pay such Additional Amounts or later than 270 days after the Company 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 change notice is given, the Company's or amendmentsuch Guarantor's obligation to pay such Additional Amounts remains in effect.

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

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

Tax Redemption. Subject to the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company may at its option redeem the Notes(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 register of Notes maintained by the TrusteeSecurity Registrar, 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 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 (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 112 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 become obligated to pay such Additional Amounts as a result of such amendment or change or amendmentas described above.

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 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 contemplated by clause (a) or amendment(b), as the case may be.

Tax Redemption. Subject (a) If (i) 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 FINMAa 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, regulations or rulings of any Relevant Taxing Jurisdiction, or any change in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which is publicly announced or becomes effective on or after the date of the Offering Memorandum (or if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) and (ii) the payment of such Additional Amounts cannot (as certified in an Officer’s Certificate to timethe U.S. Trustee) be avoided by the use of 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 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 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 the redemption date). (b) In the event that the Company elects to redeem the Notes being redeemedpursuant to the provisions set forth in Section 3.09(a), together with accrued interest to, but excluding the Redemption Date, if it or Company shall deliver to the Guarantor has U.S. Trustee an Opinion of Counsel stating that the Company is or will become obligated to pay Additional Amounts because of an amendment to or change in respect law or regulation or position as described in this Section 3.09. Notice of the notes 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 U.S. Trustee such Opinion of Counsel stating that the Company is or will become obligated to pay Additional Amounts because of an amendment to or change in law or regulation or position as described below as a result in this Section 3.09. (c) Any redemption pursuant to this Section 3.09 shall be made pursuant to the provisions of any change in, or amendment to, Sections 3.01 through 3.06. Any notice to redeem 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 canNotes pursuant to this Section 3.09 shall not 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 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 All Notes of the prior approval of FINMA, if then required under Swiss laws and regulations applicable to the Guarantor from time to time, as evidenced by an Officers’ Certificate from the Company certifying the same, the Company same Series may at its option redeem the Notes, be -------------- redeemed in whole but not in part, at the option of the relevant Issuer at any time on prior to maturity, upon the giving not less than 30 nor more than 60 days’ of a notice to the Holders and the Trusteeof redemption, at a redemption price (except as otherwise specified herein or in the applicable Corporate Order) equal to 100% of the principal amount of the Notes being redeemedthereof, together with accrued interest toto the date fixed for redemption, but excluding or, in the Redemption Datecase of Original Issue Discount Notes, at 100% of the portion of the face amount thereof that has accreted to the date of redemption, if it the relevant Issuer or (in the case of Notes issued by GEC Australia or GEC Canada) the Guarantor has or will become obligated to pay Additional Amounts in respect of the notes as described below determines that, as a result of any change in, in or amendment to, to the laws (or any regulations or rulings ruling promulgated thereunder) of Switzerland the United States or Guernsey, as applicable, or of any political subdivision or taxing authority thereof or thereintherein affecting taxation, or any change in official position regarding the application or official interpretation of such laws, regulations or rulingsruling, which change or amendment becomes effective on or after the date hereof, and of issuance of the first Tranche of Notes of such obligation cannot be avoided by Series (if sold on an agency basis) or the Company taking reasonable measures available to it, provided that no such notice of redemption will be given earlier than 90 days prior to the earliest date on which it would be obliged an Agent acting as principal agreed to purchase such Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has or will become obligated to pay such U.S. Additional Amounts were a payment in with respect of the notes then due; provided, however, that if the Company has given to such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledNotes as described under Section 9(a) hereof. Prior to the giving of any notice of redemption pursuant to this paragraph, the Company will relevant Issuer shall deliver to the Trustee an Officers’ Certificate Fiscal and Paying Agent, (i) a certificate stating that it the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of such Issuer to so redeem have occurredoccurred (the date on which such certificate is delivered to the Fiscal and Paying Agent is herein called the"Redemption Determination Date"), and (ii) an opinion of independent counsel of recognized standing satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the Company has earliest date on which the relevant Issuer or will become the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts as if a result payment in respect of such change or amendmentNotes were then due. Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. If any date fixed for redemption is a date prior to the Exchange Date for a temporary global Bearer Note, payment on such redemption date will be made subject to receipt of a certificate substantially in the form set forth in Exhibit B-1, delivery of which is a condition to payment of such Notes.

Tax Redemption. Subject to 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 redeem the Notesoption, in at any time as a whole but not in part, redeem the 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 (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 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 the Notes, any Additional Amounts in respect of the notes as described below as a result of any of: (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, or any political subdivision or taxing authority thereof or therein, or Relevant Taxing Jurisdiction; or (2) any change in or amendment to any official position of a taxing authority, legislative body, court, governmental agency or regulatory authority in any Relevant Taxing Jurisdiction regarding the application or official interpretation of such lawslaws or regulations (including a holding by a court of competent jurisdiction or regulatory or administrative determination) (each of (1) and (2), regulations or rulingsa “Change in Tax Law”), which change or amendment is announced or becomes effective on or after the date hereof, of the Offering Memorandum and the Company in its reasonable business judgment cannot avoid such obligation cannot be avoided by the Company taking reasonable measures available to itit (which, provided that for purposes of clarification, shall not include the substitution of an obligor under the Notes). 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 Company would be obliged to make, or incur an obligation 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 the notes then due; provided, however, that if effect. Before the Company has given such notice and publishes or mails 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 of the Notes, as described in this paragraphArticle 3, the Company 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 in its reasonable business judgment cannot avoid its obligation to pay such Additional Amounts by taking reasonable measures available to it and that the Company is entitled to redeem the Notes pursuant to the terms of this Section 3.08, and an Opinion of Counsel to the effect that Additional Amounts will be payable on the next payment date as a result of such change or amendmenta Change in Tax Law. Any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

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. (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) 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 to, but excluding to the Redemption Dateapplicable redemption date, if it the Issuer or the any Guarantor is, has become or will would become obligated to pay pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts in respect of the notes as described below or Reimburse- ment Payments as a result of any change in, in or amendment to, to the laws (including any rules or regulations promulgated thereunder or any regulations treaties or rulings promulgated thereunderrulings) of Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or thereinTaxing Jurisdiction, or any change in the application or amendment to any official application, administration or interpretation of such laws, regulations rules, regulations, treaties or rulingsrulings (including by virtue of a holding, judgment or order by a court of competent jurisdic- tion), in each case, which change or amendment is officially announced by such Taxing Jurisdiction and becomes effective on or after the date hereofof the Offering Memorandum (or, and in the case of a Taxing Jurisdic- tion that did not become a Taxing Jurisdiction until after the Issue Date, on or after the later date on which such obligation cannot be avoided by Taxing Jurisdiction became a Taxing Jurisdiction under this Indenture) (each such change or amendment, a “Change in Tax Law”). Notwithstanding the Company taking reasonable measures available to itforegoing, provided that no such notice of any such redemption will be given earlier than 90 days prior to the earliest date on which it the Issuer would be obliged obligated to pay such Additional Amounts were a payment in respect of the notes then due; provided, however, that if the Company has given such notice and a Restructuring Event occurs thereafter, but prior to the tax redemption date, such tax redemption will be canceledAmounts. Prior to the giving of any notice of redemption of Notes pursuant to this paragraphsection, the Company Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its the right of the Issuer so to redeem re- deem have occurredoccurred and that the obligation to pay Additional Amounts cannot be avoided by the taking of reasonable measures by the Issuer or the applicable Guarantor (for the avoidance of doubt, including, in the case of a payment by a Guarantor, having the Issuer or another Guarantor make the payment, but not including assignment of the obligation to make payment with respect to the Notes), and an opinion (b) a written opin- ion of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Company Is- ▇▇▇▇ or the applicable Guarantor is, has become or will would become obligated to pay such Additional Amounts as a result of such change or amendmentChange in Tax Law.

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

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

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