Tier 2

Exercise of Swiss Restructuring Powers and Swiss Protective Measures

(a) Notwithstanding any other provisions in these Conditions, or any other arrangements between the Issuer [and/or the Guarantor,]²⁹⁵ and any Noteholder (which, for the purposes of this Condition, includes each holder of a beneficial interest in the Notes) (or the Trustee on behalf of the Noteholders), by its acquisition of the Notes, each Noteholder acknowledges, agrees to be bound by and consents to:

(i) the exercise of any of the Swiss Restructuring Powers with respect to the Issuer [or the Guarantor]²⁹⁶ that may (without limitation) include and result in any of the following, or a combination thereof:

(A) the reduction or cancellation of all, or a portion, of any liability or payment obligation of the Issuer under or in respect of the Notes [or the Guarantor under or in respect of the Subordinated Guarantee in respect of the Notes]²⁹⁷ irrespective of whether amounts in respect of such liabilities or payment obligations have already become due and payable prior to the exercise of such Swiss Restructuring Powers (such amounts, "Relevant Liabilities");

(B) the conversion of all, or a portion, of the Relevant Liabilities into shares, other securities or other obligations of the Issuer [, the Guarantor] ²⁹⁸ or another person;

(C) the transfer of the Issuer's obligations under or in respect of the Notes [or the Guarantor's obligations under or in respect of the Subordinated Guarantee in respect of the Notes] ²⁹⁹ to another person; and

(D) the variation, amendment or modification of the terms of the Notes [or the Subordinated Guarantee in respect of the Notes]^300;

(ii) the ordering of any Swiss Protective Measures that may include and result in the stay (Stundung) or deferral (Fälligkeitsaufschub) of payment under or in respect of the Notes [or the Subordinated Guarantee in respect of the Notes]³⁰¹,

in each case as deemed necessary by the Swiss Restructuring Authority to give effect to the exercise of any of the Swiss Restructuring Powers or the ordering of Swiss Protective Measures.

(b) Accordingly, no Relevant Liability will become due and payable or be paid after the exercise of any of the Swiss Restructuring Powers or the ordering of Swiss Protective Measures if and to the extent amounts in respect thereof have been reduced, cancelled, stayed, deferred, converted, transferred, amended or altered as a result of such exercise or ordering.