In addition, the Issuer may, at its option, redeem the Notes in whole, but not in part, at any time before the Reset Date following the occurrence of a Regulatory Event or a Tax Event
‘‘Regulatory Event’’ means in the case of the Notes that (i)
the Issuer is not permitted under the applicable rules and
regulations adopted by the Lead Regulator, or an official
application or interpretation of such rules and regulations
including a decision of any court or tribunal, at any time
whilst any of the Notes are outstanding to treat the Notes as
own funds, or (ii) the Issuer is notified by the Lead Regulator
that the Notes do not or no longer qualify as own funds, in
each case, for the purposes of (a) Tier 1 Capital or (b) in case
of future amendments to the Bank of Italy Regulations, up to
such other fraction of the regulatory capital as will apply to
non-cumulative perpetual instruments or similar instruments
or liabilities pursuant to which the Issuer has a call option
linked to an increase in the amount of payment due in
respect of such instruments or liabilities, (save where any
inability to so treat the Notes is solely as a result of any
applicable limitation on the amount of such regulatory
capital);
‘‘Tax Event’’ means:
(A) (1) the Issuer has or will become obliged to pay
additional amounts as provided or referred to in Condition 9
(Taxation) as a result of any change in, or amendment to, the
laws or regulations of the Republic of Italy or any political
subdivision or any authority thereof or therein having power
to tax, or any change in the application or official
interpretation of such laws or regulations (including a holding
by a court of competent jurisdiction), which change or
amendment becomes effective on or after the date of issue of
the Notes and (2) such obligation cannot be avoided by the
Issuer taking reasonable measures available to it; or
(B) (1) interest payable by the Issuer in respect of the Notes
is no longer, or will no longer be, fully deductible by the
Issuer for Italian corporate income tax purposes as a result of
any change in, or amendment to, the laws or regulations or
applicable accounting standards of the Republic of Italy, or
any political subdivision or any authority thereof or therein
having power to tax, or any change in the application or
official interpretation of such laws or regulations or accounting
standards, which change or amendment becomes effective on
or after the date of issue of the Notes (save where any
non-deductibility of interest payable by the Issuer in respect
of the Notes is solely as a result of the Issuer exceeding any
applicable general threshold of aggregate interest expenses
that may be deducted by the Issuer in any financial year for
Italian corporate income tax purposes); and (2) such
obligation cannot be avoided by the Issuer taking reasonable
measures available to it.