10272857175-v14
112
70-41061831
giving rise to the
right to substitute
or amend the terms
of the Notes,
as applicable,
pursuant to this clause (b) is satisfied and the
reasons therefor and such certificate
will be conclusive and binding on the Holders, and (B) an
opinion of independent
legal advisers of recognised standing to the effect that circumstances entitling the
Issuer
to
exercise
its
right
to
substitute
or
amend
the
terms
of
the
Notes,
as
applicable, pursuant to this clause (b) have arisen; and
(v)
no Trigger Event or Viability Event has occurred prior
to the relevant Substitution
or Amendment Effective Date.
In
connection
with any
substitution
or amendment
in accordance
with this
clause (b),
the
Issuer
shall
comply
with
the rules
of
any
stock
exchange
on
which
the
Notes
are
for
the
time being listed or admitted to trading.
(c)
In addition to its
rights under clause (b)
of this Condition 14, the
Issuer may,
without the
consent
of
the
Holders,
make
any
amendment
to
these
Terms
and
Conditions
that
it
considers to be (i) necessary
or desirable to give effect
to (A) the provisions of
clause (a)
Issuer Substitution
) (including,
without limitation,
(x) if
the Substitute
Issuer is organised and/or
resident for tax
purposes in a
jurisdiction other than
Switzerland,
any amendments
to any
references to
the jurisdiction
of "Switzerland"
contained herein,
including,
without
limitation,
amendments
to
the
definition
of
the
term
"Bankruptcy
Event", the definition of the term "Business Day", the governing law of the subordination
provisions
set
forth
in
Condition
4
(
),
and
(y) any
amendments
to
reflect UBS
Group
AG's
guarantee described in subclause (a)(iii)
of Condition 16 (
Issuer Substitution
)), or (B) the
provisions of subclause (e)(iii) and/or subclause (e)(i)(B) of Condition 9 (
Conversion
), or
(ii) formal, minor or
technical in nature,
or (iii) necessary to
correct a manifest
error, or
(iv) not materially prejudicial to the interests
of the Holders.
(d)
The Issuer shall notify the Holders of any amendments made pursuant to clause (c) of this
Condition 14 in accordance with Condition 15 (
Notices
), which notice shall state the date
on which such amendment will be effective.
(e)
Any
amendment
made
pursuant
to
this Condition
14
will be
binding
on the
Holders
in
accordance with its terms.
15.
NOTICES
(a)
So long
as the
Notes are
listed on
the SIX
Swiss Exchange,
notices to
Holders shall
be
given by
the Issuer
(i) by means
of electronic
publication on
the internet
website of
SIX
Exchange Regulation Ltd (
https://www.ser-ag.com
), where notices are
as at the
Issue Date
published
under
the
address
https://www.ser-ag.com/en/resources/notifications
-market-
participants/official-notices.html#/
, or (ii) otherwise in accordance with the regulations of
the SIX Swiss Exchange. Any notice will be validly given on the date of such publication
or, if published more than once, on the date of the
first such publication.
(b)
If the Notes are for any reason no longer listed
on the SIX Swiss Exchange:
(i)
if the Notes
are represented
by one or
more Global
Certificates deposited with
a
custodian for
DTC, notices
to Holders
shall only
be required
to be
given by
the
Issuer in accordance with clause (c) of this Condition 15; or
(ii)
if the
Global Certificate(s)
have been
exchanged for
Definitive Certificates,
the
Issuer shall send notices to
Holders by first class
mail at their respective addresses
as recorded in the
Register, and any such notice will
be validly given on the
fourth
Business Day after the date of such mailing.
(c)
So long as the Notes
are represented by one
or more Global Certificates deposited
with a
custodian for DTC, any notices
required to be given
by the Issuer to
the Holders hereunder
shall also be given to
the Indirect Holders through the
Fiscal Agent to DTC
for forwarding
to the
Indirect Holders.
Any such
notice will
be validly
given on
the date
of delivery
to
DTC in accordance with DTC's applicable procedures.