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Union investment uniprofianlage 2021 1040 cyprus based forex companies

Union investment uniprofianlage 2021 1040

No Party may transfer or assign, in whole or in part, this Agreement or any of its rights or obligations under this Agreement to any person without the prior written consent of the other Party, which shall not be unreasonably withheld. Any transfer or assignment made without such approval shall be null and void.

Die schriftliche Zustimmung soll nicht ungerechtfertigt verweigert werden. If a provision of this Agreement should be or become invalid in whole or in part, or if one or several of the Transferred Assets or Transferred Liabilities of the Business could not be transferred, or if this Agreement should contain a contractual gap, this shall not affect the validity of the remaining provisions. For the purpose of filling a contractual gap such reasonable provision shall apply which the Parties would have intended in view of the scope and purpose of this Agreement had they considered the issue.

All disputes arising out of or in connection with this Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be subject to the exclusive jurisdiction of the competent courts for the City of Zurich Zurich 1 , Switzerland. Sie ist von den erschienen Personen selbst gelesen, von ihnen anschliessend als richtig anerkannt und unterzeichnet worden.

Per Juni Via Fornasettte Subscriber share This position is included in the transfer balance sheet as part of investment in subsidiaries and other participations subject to movements since the Effective Date. June N CH Common Stock L M IL EIdx Eq. Idx Eq. Africa Cons. CHF Inl. CHF Ausl. CHF Inla. CHF lnla. CHF Indx. CHF Inde. FR Etoile Act. A FR Groupam. Multi Ges. I FR Aviv. Alp Yi. Wert per Generation mit Vertrag Nr.

This position is included in the transfer balance sheet as part of trading balances in securities and precious metals. These positions are off balance sheet. This position is included in the transfer balance sheet as part of liquid assets and other assets. Diese Position ist in der Transferbilanz als Teil der Sachanlagen enthalten. Diese Positionen sind ausserbilanzielle Positionen. Buchwerte per UBS Card Center AG bewirtschaftet werden All other receivables of any kind of the parent company belonging to the B , including receivables in connection with unlawful behavior of former or current employees or civil law claims against former or current employees, receivables in connection with unlawful behavior of external third parties or customers etc.

All movables art, jewelry watches, etc. All receivables existing under a life insurance contract between a client and an insurance company which have been assigned to the Parent as a security in connection with mortgage lending agreements related to real estates located in Germany. Marz Werte per Juni Outstanding money market products Werte per 10 Juni April aufgelaufen sind unbesehen davon, ob sie in der Bilanz der M als Verbindlichkeit enthalten sind oder nicht , wie etwa: Corporate income and capital taxes; Payroll taxes including social security contributions; Value added taxes; Swiss withholding tax; Final withholding tax Abgeltungssteuer based on applicable tax treaties of Switzerland with the United Kingdom and Austria, respectively; Swiss transfer stamp duties; Italian and French financial transaction taxes; Additional withholding taxes pursuant to double tax treaties of Switzerland with the United States, Canada, Australia and New Zealand, respectively.

Court proceedings against a former employee with respect to misappropriation art. Official investigation against a former employee with respect to misappropriation art. Official investigation against unknown with respect to robbery art. Official investigation against unknown with respect to theft art.

Official investigation against a former employee with respect to fraud art. Official investigation against unknown with respect to fraud art. Official investigation against a former employee and Third Parties with respect to fraud art. Official investigation against Third Parties with respect to fraud art. Official investigation against Third Parties with respect to misappropriation art.

Official investigation against a Third Party with respect to fraud art. Official investigation against a Third Party with respect to fraud et al. Betrug Art. Official investigation against a Third Party with respect to misappropriation art. Criminal complaint against a client in the context of two leasing agreements with respect to misappropriation art.

All other contracts with Third Parties related to client assets or services provided to the clients as set out in Annex 2c including but not limited to framework agreements with insurance companies related to fire insurance for real estates of clients which are subject to a mortgage loan agreements. Pini 34 Chiasso 1 Piazza Col. Juni In particular, the following products, subject-matters or services offered by the Business meet the criterion of lit. In such case the client has been notified prior to Closing that the contract remains with the Parent.

The transfer of such contracts has been notified to the relevant client prior to Closing. Annex 3 Anhang 3 Asset Transfer Agreement dated Die Liste ist am Juni erstellt und zeigt den erwarteten Stand per Weber Reto Francioni Ann F. Godbehere Axel P. Lehmann William G. The Boards of Directors mandate the group executive board and further responsible individuals pursuant to the Organization Regulations of UBS Group and UBS to fully implement the Transaction and to execute respectively sign all necessary and appropriate agreements and documents and to undertake all necessary and appropriate actions.

The Boards of Directors approve the execution of the Separate Instruments Agreements and the Revised Programme Agreements and authorize any two authorized signatories of UBS inscribed in the commercial register to finalize and to sign collectively by two the Separate Instruments Agreements and the Revised Programme Agreements and to sign and execute all other agreements or documents, and to take all actions required to fully implement the Covered Bond Agreements. The Board of Directors mandates the executive board and further responsible individuals pursuant to the Organization Regulations of the Company to fully implement the Transaction and to execute respectively sign all necessary and appropriate agreements and documents and to undertake all necessary and appropriate actions.

The Board of Directors approves the execution of the Separate Instruments Agreements and the Revised Programme Agreements and authorizes any two authorized signatories of the Company inscribed in the commercial register to finalize and to sign collectively by two the Separate Instruments Agreements and the Revised Programme Agreements and to sign and execute all other agreements or documents, and to take all actions required to fully implement the Covered Bond Agreements.

Unterschriften auf separater Seite. Whereas The Parent is a bank whose business activities include granting, managing and administering mortgage loans financing Swiss residential property secured by mortgage certificates on the relevant properties. No further covered bonds will be issued under the Covered Bond Programme after the date of this Agreement.

The transfer will generally be effected by way of a transfer of assets and liabilities according to art. Swiss Merger Act except that mortgage certificates will be transferred by singular succession. Such changes will accordingly necessitate the amendment of several Programme Agreements which will require the consent of the Trustee.

For the avoidance of doubt, the Subsidiary enters into the Transaction including this Agreement and assumes the aforementioned contractual positions and assumes joint and several liability for the obligations of the Parent in connection with the Covered Bond Programme, in consideration of the aggregate benefits it will receive as a result of the Transaction, including, without limitation, in relation to the Covered Bond Programme, the ownership of or beneficial interest in the transferred Swiss Mortgage Claims and Mortgage 3 15 Certificates, the beneficial interest in the Cover Pool Assets, the shareholding in the Guarantor, the Collateral Differential and other related benefits, as well as to solicit consent by the Trustee to the amendments of the Programme Agreements.

Assignor has the meaning ascribed to it in the Master Definitions Schedule. Issuer Default has the meaning ascribed to it in the Master Definitions Schedule. Clause means the respective section or clause of this Agreement or any other designated agreement. Swiss Mortgage Business means the contractual relationships between the Parent and its customers under which the Swiss-booked Mortgage Claims and related Mortgage Certificates are originated.

As a result of such transfer, as of the Swiss Transaction Closing Date, the Subsidiary will be entitled to all existing and future rights and benefits of the Parent arising under the Programme Agreements in relation to the Transferred Roles including a right to receive released Cover Pool Assets the the Subsidiary will assume any and all existing and future liabilities of the Parent arising under the Programme Agreements in relation to the Transferred Roles the Those Transferred Covered Bond Liabilities which arise from obligations set out in the Programme Agreements on or before the Swiss Transaction Closing Date are hereinafter referred to as the Transferred Covered Bond Existing Liabilities.

For the avoidance of doubt, the contractual position of the Parent in its capacity as Issuer in relation to the Covered Bond Programme including each of the Existing Programme Agreements remains with the Parent and is not transferred to the Subsidiary. Covered Bond Joint and Several Liability of the Subsidiary The Subsidiary is jointly and severally liable to perform or procure the performance of any and all obligations of the Parent in respect of any and all Remaining Covered Bond Existing Liabilities in accordance with, and subject to, Sections 4.

Such liability continues for a prescription period of three years counted from the date of publication of the Swiss Transaction Closing in the SHAB or, if an obligation is due only after such date, counted from the Due Date of such obligation irrespective of whether the creditor had the right to accelerate the Due Date of the relevant obligation.

Such liability continues for a prescription period of three years counted from the date of publication of the Swiss Transaction Closing in the SHAB or, if an obligation becomes due only after such date, counted from the Due Date of such obligation irrespective of whether the creditor had the right to accelerate the Due Date of the relevant obligation. Covered Bond Joint and Several Liability of the Parent The Parent is jointly and severally liable to perform or procure the performance of any and all obligations of the Subsidiary in respect of any and all Transferred Covered Bond Existing Liabilities in accordance with, and subject to, Sections 5.

Covered Bond Joint and Several Liability of the Parent for claims under the Subsidiary Pre-Funding, Recourse and Indemnity Obligations Notwithstanding the transfer effected pursuant to this Agreement and the Asset Transfer Agreement and with effect from and including the Swiss Transaction Closing Date, the Parent is jointly and severally liable to perform or procure the performance of any obligations of the Subsidiary arising from a Subsidiary Pre-Funding, Recourse and Indemnity Obligation.

Guarantor Tax Indemnity The Parent and the Subsidiary jointly and severally undertake to promptly pay, and if applicable to promptly indemnify and hold harmless the Guarantor for any and all payments made and all liabilities incurred, in relation to any stamp duty, withholding tax or other taxes or charges which may result from the transfer of the Swiss Mortgage Business from UBS AG to UBS Switzerland AG.

The Subsidiary shall have a right of recourse against the Parent, and the Parent shall indemnify the Subsidiary for any and all expenses and damages arising in connection with claims brought against, or payments made by, the Subsidiary as a result of the Covered Bond Joint and Several Liability of the Subsidiary.

In addition, the Parent shall indemnify the Subsidiary for any and all expenses and damages incurred by the Subsidiary as a result of any non-performance or late performance of any other obligation of the Parent in connection with the Covered Bond Programme, including any and all losses incurred in connection with a realisation of Cover Pool Assets as a result of an Issuer Event of Default under the Covered Bonds.

Trustee Rights The Trustee has agreed to become a party of this Agreement solely to ensure the preservation and enforcement of its rights, and those of the Covered Bondholders, hereunder and shall not assume any responsibility, liabilities or obligations in connection with this Agreement and or the transactions contemplated hereby. The rights of the Trustee pursuant to this Agreement are in addition to, and not in lieu of, the rights the Trustee has under the Programme Agreements. This Agreement, including the annexes and any other documents referred to herein, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, and shall supersede all prior oral and written agreements or understandings of the Parties relating hereto.

All references to this Agreement shall be deemed to include the Schedules and Exhibits hereto. The Covered Bond Joint and Several Liability shall in the context of this Agreement be entirely governed by the terms hereunder in relation to the rights and obligations of the Parties and to the extent permissible any third party beneficiaries hereunder. Amendments and Waivers This Agreement may only be modified or amended by a document signed by all Parties.

Any provision contained in this Agreement may only be waived by a document signed by the Party waiving such provision. No Transfer Neither Party may transfer or assign any of its rights and obligations under this Agreement in whole or in part to any third party without the prior written consent of the other Parties.

Counterparts This Agreement may be executed in any number of counterparts manually or by facsimile each of which, when executed and delivered, shall constitute an original, but all the counterparts shall together constitute but one and the same instrument. Conditions precedent Trustee Consent The effectiveness of this Agreement is subject to the Trustee consenting to the amendments to the Programme Agreements.

The aforementioned choice of law is without prejudice to the choice of English law as the contractual and non-contractual governing law of the Programme Agreements, expressed to be governed by English law. For the avoidance of doubt, English law shall govern all claims arising out of such agreements, including any non-contractual claims arising out of them irrespective of whether the relevant claim is brought by or against the Parent or the Subsidiary or both.

This jurisdiction clause is without prejudice to the jurisdiction clauses in the Programme Agreements which provide for the courts of England and Wales to have jurisdiction. Accordingly, the courts of England and Wales shall be competent to decide any disputes arising out of such Agreements, irrespective of whether the relevant action is brought by or against the Parent or the Subsidiary or both.

Subject as hereinafter provided and unless there is something in the subject matter or context inconsistent therewith, all words and expressions defined in the relevant amended and restated English law programme agreements referred to below shall have the meanings given to them in those agreements. The Trustee may seek performance from UBS Switzerland independently of seeking performance from the Issuer, subject to the provisions of Clauses 3.

Subject to the provisions of Clauses 3. For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of the Issuer or UBS Switzerland under the Amended and Restated Principal Trust Deed or in respect of the Covered Bonds of any Series; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of the Issuer or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Principal Trust Deed or the Covered Bonds of any Series, or to assert any other defence to, or bring any claim arising from or related to the Amended and Restated Principal Trust Deed or the Covered Bonds of any Series that the Issuer or UBS Switzerland might have.

Notwithstanding the provisions of Clause 3. Joint and several liability of the Original Assignor Notwithstanding the transfer and novation effected pursuant to [Clause 2 of the Sixth Supplemental Sixth Supplemental Trust Deed] and the Covered Bond Supplemental Agreement, the Original Assignor is jointly and severally liable to perform or procure performance of the obligations of the Acquiring Assignor under the Amended and Restated Principal Trust Deed for a period of three years counted from the publication of the Closing in the SHAB or, if an obligation becomes due only after such date, counted from the due date of such obligation irrespective of whether the relevant creditor had the right to accelerate the due date of the relevant obligation.

The Trustee may seek performance from the Original Assignor, independently of seeking performance from the Acquiring Assignor, subject to the provisions of Clauses 4. Subject to the provisions of Clause 4. For the avoidance of doubt, the assumption by the Original Assignor of joint and several liability under this Clause 4 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of the Original Assignor or the Acquiring Assignor under the Amended and Restated Principal Trust Deed; therefore the assumption by the Original Assignor of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of the Original Assignor or the Acquiring Assignor to contest or dispute the validity or amount of any claim under the Amended and Restated Principal Trust Deed, or to assert any other defence to, or bring any claim arising from or related the Amended and Restated Principal Trust Deed that the Acquiring Assignor or the Original Assignor might have.

For the avoidance of doubt, a failure by the Original Assignor to perform or procure performance of the obligations of the Acquiring Assignor under the Amended and Restated Principal Trust Deed pursuant to this Clause 4 shall not constitute an Issuer Event of Default unless such failure would have constituted or given rise to an Issuer Event of Default irrespective of the joint and several liability assumed pursuant to this Clause 4.

Subject to the other provisions of the Transaction Documents and to the provisions of Clauses 3. Subject to Clauses 3. For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland, under the Amended and Restated Guarantee Deed; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Guarantee Deed, or to assert any other defence to, or bring any claim arising from or related to the Amended and Restated Guarantee Deed that UBS or UBS Switzerland might have.

Subject to Clause 3. For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the Amended and Restated Intercreditor Deed; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Intercreditor Deed or to assert any other defence to, or bring any claim arising from or related to the Amended and Restated Intercreditor Deed that UBS or UBS Switzerland might have.

Notwithstanding the transfer and novation effected pursuant to Clause 2 [of this First Supplemental Deed to the Intercreditor Deed] and the Covered Bond Supplemental Agreement, UBS is jointly and severally liable to perform or procure performance of the obligations of UBS Switzerland in its capacities as Assignor, Cash Manager, Account Bank and Shareholder of the Guarantor each a under the Amended and Restated Intercreditor Deed for a period of three years counted from the publication of the Closing in the SHAB or, if an obligation becomes due only after such date, counted from the due date of such obligation irrespective of whether the relevant creditor had the right to accelerate the due date of the relevant obligation.

Subject to the other provisions of the Transaction Documents and to the provisions of Clauses 4. Subject to Clause 4. For the avoidance of doubt, the assumption by UBS of joint and several liability under this Clause 4 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the Amended and Restated Intercreditor Deed; therefore the assumption by UBS of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Intercreditor Deed, or to assert any other defence to, or bring any claim arising from or related the Amended and Restated intercreditor Deed that UBS or UBS Switzerland might have.

For the avoidance of doubt, a failure by UBS to perform or procure performance of the obligations of UBS Switzerland under the Amended and Restated Intercreditor Deed pursuant to this Clause 4 shall not constitute an Issuer Event of Default unless such failure would have constituted or given rise to an Issuer Event of Default irrespective of the joint and several liability assumed pursuant to this Clause 4.

For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the Amended and Restated Cash Management Agreement; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Cash Management Agreement or to assert any other defence to, or bring any claim arising from or related to the Amended and Restated Cash Management Agreement that UBS or UBS Switzerland might have.

Notwithstanding the transfer and novation effected pursuant to Clause 2 [of the First Supplemental Agreement to the Cash Management Agreement] and the Covered Bond Supplemental Agreement, UBS is jointly and severally liable to perform or procure performance of the obligations of UBS Switzerland in its capacities as Assignor and Cash Manager each a under the Amended and Restated Cash Management Agreement for a period of three years counted from the publication of the Closing in the SHAB or, if an obligation becomes due only after such date, counted from the due date of such obligation irrespective of whether the relevant creditor had the right to accelerate the due date of the relevant obligation.

For the avoidance of doubt, the assumption by UBS of joint and several liability under this Clause 4 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the Amended and Restated Cash Management Agreement; therefore the assumption by UBS of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Cash Management Agreement, or to assert any other defence to, or bring any claim arising from or related the Amended and Restated Cash Management Agreement that UBS or UBS Switzerland might have.

For the avoidance of doubt, a failure by UBS to perform or procure performance of the obligations of UBS Switzerland under the Amended and Restated Cash Management Agreement pursuant to this Clause 4 shall not constitute an Issuer Event of Default unless such failure would have constituted or given rise to an Issuer Event of Default irrespective of the joint and several liability assumed pursuant to this Clause 4.

For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the [Amended and Restated Asset Monitor Agreement]; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the [Amended and Restated Asset Monitor Agreement] or to assert any other defence to, or bring any claim arising from or related to the [Amended and Restated Asset Monitor Agreement] that UBS or UBS Switzerland might have.

Notwithstanding the transfer and novation effected pursuant to Clause 2 of [the Amended and Restated Asset Monitor Agreement] and the Covered Bond Supplemental Agreement, UBS is jointly and severally liable to perform or procure performance of the obligations of UBS Switzerland in its capacity as Assignor under the [Amended and Restated Asset Monitor Agreement] for a period of three years counted from the publication of the Closing in the SHAB or, if an obligation becomes due only after such date, counted from the due date of such obligation irrespective of whether the relevant creditor had the right to accelerate the due date of the relevant obligation.

For the avoidance of doubt, the assumption by UBS of joint and several liability under this Clause 4 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the [Amended and Restated Asset Monitor Agreement]; therefore the assumption by UBS of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the [Amended and Restated Asset Monitor Agreement], or to assert any other defence to, or bring any claim arising from or related to the [Amended and Restated Asset Monitor Agreement] that UBS Switzerland or UBS might have.

For the avoidance of doubt, a failure by UBS to perform or procure performance of the obligations of UBS Switzerland under the [Amended and Restated Asset Monitor Agreement] pursuant to the joint and several liability assumed pursuant to this Clause 4 shall not constitute an Issuer Event of Default unless such Issuer Event of Default would have occurred irrespective of the joint and several liability assumed pursuant to this Clause 4.

All capitalized terms used in this Agreement that are defined in the Asset Transfer Agreement shall have the respective meanings assigned them in the Asset Transfer Agreement, except as otherwise provided in this Agreement or unless the context otherwise requires.

For the avoidance of doubt, UBS shall also retain full and unconditional liability for the Obligations. In particular, UBS Switzerland shall not be obligated to make any payment, perform any obligation or discharge any liability that UBS would not be obligated to pay, perform or discharge if an action, suit or proceeding had been brought directly against UBS.

For the avoidance of doubt, UBS Switzerland shall have no liability under this Agreement for any liability or obligation of UBS under or in connection with any transactions entered into by UBS at or after the Closing Time, whether such transactions are entered into with the same Counterparties, under the same New York Law Agreement, are entitled to the benefit of the same collateral or other credit support arrangements, or otherwise.

Accordingly, the liability of UBS Switzerland under this Agreement shall not extend to any other liability or obligation of UBS, including any criminal liability including for fines, disgorgement of profits or any similar sanctions , liability in tort, or other non-contractual liability of a punitive character to which UBS may have been or become subject, and any regulatory liability which results from, or is connected to, the licenses or similar regulatory authorizations that have been granted, or other regulatory requirements that apply, to UBS.

For the avoidance of doubt, UBS Switzerland shall have the right to refuse satisfaction of its liability in respect of such Obligation for so long as the creditor of such Obligation refuses to consent to such assignment or transfer or intentionally frustrates such transfer including through an undue early release or waiver of its security ; , that such creditor shall not be required to do anything that is not under its control in order to effect such assignment or transfer.

Counterparties are Intended Third-Party Beneficiaries. Notwithstanding any provision in the Asset Transfer Agreement to the contrary, in the event of any inconsistency between the provisions of the Asset Transfer Agreement and the provisions of this Agreement, this Agreement will prevail with respect to the matters addressed by this Agreement.

Execution in Counterparts This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

Enforcement of Rights No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Upon any such delegation and assumption of obligations, UBS Switzerland shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption.

Governing Law; Jurisdiction a This Agreement shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective permitted successors and assigns. If for any reason UBS is unable to act as process agent for UBS Switzerland, such party will promptly notify the other party and within 30 days appoint a substitute process agent located in New York State upon whom Counterparties may serve process in any Proceedings.

Nothing in this Agreement will affect the right of any Counterparty to serve process in any other manner permitted by law. Swiss Resolution Power. The Parent will retain all remaining assets, liabilities and obligations in existence at the Closing Time as defined below which are not specified in the Asset Transfer Agreement, including certain transactions governed by English law that are outstanding at the Closing Time.

Under applicable Swiss law governing the asset transfer and the Asset Transfer Agreement, the Parent will remain jointly liable with the Subsidiary in respect of all the liabilities and obligations transferred by the Parent to the Subsidiary under the Asset Transfer Agreement. The Asset Transfer Agreement specifically envisages a number of Separate Instruments as defined therein supplemental to the Asset Transfer Agreement in respect of certain Remaining Liabilities in furtherance of the intention of the Parties to ensure that the joint and several liability of each Party is given full effect under the laws of certain relevant jurisdictions.

The headings in this Deed do not affect its interpretation. No Third Party shall be permitted to seek double payment or satisfaction under both this Deed and the Asset Transfer Agreement or any other agreement made in connection with the Asset Transfer Agreement. To the extent that any performance or satisfaction of an obligation arising under a Relevant Remaining Liability is made to a Third Party pursuant to any of this Deed, the Asset Transfer Agreement or such other agreement, any further requirement to perform or satisfy such obligation shall be reduced or extinguished accordingly.

Delen Private Bank Luxembourg S. Deutsche Bank Luxembourg S. DNB Luxembourg S. East West United Bank S. Eurobank Private Bank Luxembourg S. Europaische Genossenschaftsbank S. Fideuram Bank Luxembourg S. Frankfurter Volksbank International S.

Freie Internationale Sparkasse S. GPB International S. ING Luxembourg J. Morgan Bank Luxembourg S. John Deere Bank S. Key trade Bank Luxembourg S. Norddeutsche Landesbank Luxembourg S. Nordea Bank S. Oppenheim jr. B PayPal Europe S. P Suisse S.

Succursales d ' etablissements de credit d'origine communautaire et assimiles autorisees au Luxembourg sur base de 1' article 30 de la loi du 5 avril 30 B Banca March, S. Juarez, Mexico, D. Box George Town, Kyi- J. Craigmuir Chambers , P. Palm Grove House, P. A Luxembourg R. Gestionnaires de fonds d' invest is sement alternatifs page 51 au sens de la loi du 12 juillet I. Gestionnaires de fonds d ' investissement alternatifs autorises I. A 51, Avenue J. Kennedy L Luxembourg R.

AFS S. Q3DI S. VETC S. Kennedy L Luxembourg lc. Atrium Business Park, 23, Z. Rue Gabriel Lippmann L Munsbach lc. LFPE S. NCP I S. AIV S. VIS Finance S. Kennedy L Luxembourg 16, Rue St. B Precision Capital S. North, N. Marke Wilmington, Delaware 2, Bd. Box , 5 West Centre St.

Atlanteo Capital B. Automotive Components Europe S. AYR Issuer S. B of A Issuance B. Bankpozitif Kredi ve Kalkinmma Bankasi A. Akard St. Alvaro Obregon Mexico, D. Bavarian Sky S. Bayer Capital Corporation B. Bayer Holding Ltd. Bee First Finance S. Berica ABS 2 S. Berica ABS 3 S. Berica ABS S. Berica PMI S. Bipitalia Residential S. Framarin No Via Btg. Framarin N. Via Btg. Framarin No. Societa di Cartolarizzazione a r.

Box , Wildey St. Helier Je4 5ut Via G. Fara N. Helier 30 St. Credico Finance 5 S. D'Annunzio Finance S. D'Annunzio S. Daimler Canada Finance Inc. Deutsche Bahn Finance B.

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ICON INVESTMENT CORPORATION PROSPECTUS CARREFOUR

EIdx Eq. Idx Eq. Africa Cons. CHF Inl. CHF Ausl. CHF Inla. CHF lnla. CHF Indx. CHF Inde. FR Etoile Act. A FR Groupam. Multi Ges. I FR Aviv. Alp Yi. Wert per Generation mit Vertrag Nr. This position is included in the transfer balance sheet as part of trading balances in securities and precious metals. These positions are off balance sheet. This position is included in the transfer balance sheet as part of liquid assets and other assets.

Diese Position ist in der Transferbilanz als Teil der Sachanlagen enthalten. Diese Positionen sind ausserbilanzielle Positionen. Buchwerte per UBS Card Center AG bewirtschaftet werden All other receivables of any kind of the parent company belonging to the B , including receivables in connection with unlawful behavior of former or current employees or civil law claims against former or current employees, receivables in connection with unlawful behavior of external third parties or customers etc.

All movables art, jewelry watches, etc. All receivables existing under a life insurance contract between a client and an insurance company which have been assigned to the Parent as a security in connection with mortgage lending agreements related to real estates located in Germany. Marz Werte per Juni Outstanding money market products Werte per 10 Juni April aufgelaufen sind unbesehen davon, ob sie in der Bilanz der M als Verbindlichkeit enthalten sind oder nicht , wie etwa: Corporate income and capital taxes; Payroll taxes including social security contributions; Value added taxes; Swiss withholding tax; Final withholding tax Abgeltungssteuer based on applicable tax treaties of Switzerland with the United Kingdom and Austria, respectively; Swiss transfer stamp duties; Italian and French financial transaction taxes; Additional withholding taxes pursuant to double tax treaties of Switzerland with the United States, Canada, Australia and New Zealand, respectively.

Court proceedings against a former employee with respect to misappropriation art. Official investigation against a former employee with respect to misappropriation art. Official investigation against unknown with respect to robbery art.

Official investigation against unknown with respect to theft art. Official investigation against a former employee with respect to fraud art. Official investigation against unknown with respect to fraud art. Official investigation against a former employee and Third Parties with respect to fraud art.

Official investigation against Third Parties with respect to fraud art. Official investigation against Third Parties with respect to misappropriation art. Official investigation against a Third Party with respect to fraud art. Official investigation against a Third Party with respect to fraud et al. Betrug Art. Official investigation against a Third Party with respect to misappropriation art. Criminal complaint against a client in the context of two leasing agreements with respect to misappropriation art.

All other contracts with Third Parties related to client assets or services provided to the clients as set out in Annex 2c including but not limited to framework agreements with insurance companies related to fire insurance for real estates of clients which are subject to a mortgage loan agreements. Pini 34 Chiasso 1 Piazza Col. Juni In particular, the following products, subject-matters or services offered by the Business meet the criterion of lit.

In such case the client has been notified prior to Closing that the contract remains with the Parent. The transfer of such contracts has been notified to the relevant client prior to Closing. Annex 3 Anhang 3 Asset Transfer Agreement dated Die Liste ist am Juni erstellt und zeigt den erwarteten Stand per Weber Reto Francioni Ann F. Godbehere Axel P. Lehmann William G. The Boards of Directors mandate the group executive board and further responsible individuals pursuant to the Organization Regulations of UBS Group and UBS to fully implement the Transaction and to execute respectively sign all necessary and appropriate agreements and documents and to undertake all necessary and appropriate actions.

The Boards of Directors approve the execution of the Separate Instruments Agreements and the Revised Programme Agreements and authorize any two authorized signatories of UBS inscribed in the commercial register to finalize and to sign collectively by two the Separate Instruments Agreements and the Revised Programme Agreements and to sign and execute all other agreements or documents, and to take all actions required to fully implement the Covered Bond Agreements.

The Board of Directors mandates the executive board and further responsible individuals pursuant to the Organization Regulations of the Company to fully implement the Transaction and to execute respectively sign all necessary and appropriate agreements and documents and to undertake all necessary and appropriate actions. The Board of Directors approves the execution of the Separate Instruments Agreements and the Revised Programme Agreements and authorizes any two authorized signatories of the Company inscribed in the commercial register to finalize and to sign collectively by two the Separate Instruments Agreements and the Revised Programme Agreements and to sign and execute all other agreements or documents, and to take all actions required to fully implement the Covered Bond Agreements.

Unterschriften auf separater Seite. Whereas The Parent is a bank whose business activities include granting, managing and administering mortgage loans financing Swiss residential property secured by mortgage certificates on the relevant properties.

No further covered bonds will be issued under the Covered Bond Programme after the date of this Agreement. The transfer will generally be effected by way of a transfer of assets and liabilities according to art. Swiss Merger Act except that mortgage certificates will be transferred by singular succession. Such changes will accordingly necessitate the amendment of several Programme Agreements which will require the consent of the Trustee. For the avoidance of doubt, the Subsidiary enters into the Transaction including this Agreement and assumes the aforementioned contractual positions and assumes joint and several liability for the obligations of the Parent in connection with the Covered Bond Programme, in consideration of the aggregate benefits it will receive as a result of the Transaction, including, without limitation, in relation to the Covered Bond Programme, the ownership of or beneficial interest in the transferred Swiss Mortgage Claims and Mortgage 3 15 Certificates, the beneficial interest in the Cover Pool Assets, the shareholding in the Guarantor, the Collateral Differential and other related benefits, as well as to solicit consent by the Trustee to the amendments of the Programme Agreements.

Assignor has the meaning ascribed to it in the Master Definitions Schedule. Issuer Default has the meaning ascribed to it in the Master Definitions Schedule. Clause means the respective section or clause of this Agreement or any other designated agreement. Swiss Mortgage Business means the contractual relationships between the Parent and its customers under which the Swiss-booked Mortgage Claims and related Mortgage Certificates are originated.

As a result of such transfer, as of the Swiss Transaction Closing Date, the Subsidiary will be entitled to all existing and future rights and benefits of the Parent arising under the Programme Agreements in relation to the Transferred Roles including a right to receive released Cover Pool Assets the the Subsidiary will assume any and all existing and future liabilities of the Parent arising under the Programme Agreements in relation to the Transferred Roles the Those Transferred Covered Bond Liabilities which arise from obligations set out in the Programme Agreements on or before the Swiss Transaction Closing Date are hereinafter referred to as the Transferred Covered Bond Existing Liabilities.

For the avoidance of doubt, the contractual position of the Parent in its capacity as Issuer in relation to the Covered Bond Programme including each of the Existing Programme Agreements remains with the Parent and is not transferred to the Subsidiary. Covered Bond Joint and Several Liability of the Subsidiary The Subsidiary is jointly and severally liable to perform or procure the performance of any and all obligations of the Parent in respect of any and all Remaining Covered Bond Existing Liabilities in accordance with, and subject to, Sections 4.

Such liability continues for a prescription period of three years counted from the date of publication of the Swiss Transaction Closing in the SHAB or, if an obligation is due only after such date, counted from the Due Date of such obligation irrespective of whether the creditor had the right to accelerate the Due Date of the relevant obligation. Such liability continues for a prescription period of three years counted from the date of publication of the Swiss Transaction Closing in the SHAB or, if an obligation becomes due only after such date, counted from the Due Date of such obligation irrespective of whether the creditor had the right to accelerate the Due Date of the relevant obligation.

Covered Bond Joint and Several Liability of the Parent The Parent is jointly and severally liable to perform or procure the performance of any and all obligations of the Subsidiary in respect of any and all Transferred Covered Bond Existing Liabilities in accordance with, and subject to, Sections 5.

Covered Bond Joint and Several Liability of the Parent for claims under the Subsidiary Pre-Funding, Recourse and Indemnity Obligations Notwithstanding the transfer effected pursuant to this Agreement and the Asset Transfer Agreement and with effect from and including the Swiss Transaction Closing Date, the Parent is jointly and severally liable to perform or procure the performance of any obligations of the Subsidiary arising from a Subsidiary Pre-Funding, Recourse and Indemnity Obligation.

Guarantor Tax Indemnity The Parent and the Subsidiary jointly and severally undertake to promptly pay, and if applicable to promptly indemnify and hold harmless the Guarantor for any and all payments made and all liabilities incurred, in relation to any stamp duty, withholding tax or other taxes or charges which may result from the transfer of the Swiss Mortgage Business from UBS AG to UBS Switzerland AG.

The Subsidiary shall have a right of recourse against the Parent, and the Parent shall indemnify the Subsidiary for any and all expenses and damages arising in connection with claims brought against, or payments made by, the Subsidiary as a result of the Covered Bond Joint and Several Liability of the Subsidiary.

In addition, the Parent shall indemnify the Subsidiary for any and all expenses and damages incurred by the Subsidiary as a result of any non-performance or late performance of any other obligation of the Parent in connection with the Covered Bond Programme, including any and all losses incurred in connection with a realisation of Cover Pool Assets as a result of an Issuer Event of Default under the Covered Bonds.

Trustee Rights The Trustee has agreed to become a party of this Agreement solely to ensure the preservation and enforcement of its rights, and those of the Covered Bondholders, hereunder and shall not assume any responsibility, liabilities or obligations in connection with this Agreement and or the transactions contemplated hereby.

The rights of the Trustee pursuant to this Agreement are in addition to, and not in lieu of, the rights the Trustee has under the Programme Agreements. This Agreement, including the annexes and any other documents referred to herein, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, and shall supersede all prior oral and written agreements or understandings of the Parties relating hereto.

All references to this Agreement shall be deemed to include the Schedules and Exhibits hereto. The Covered Bond Joint and Several Liability shall in the context of this Agreement be entirely governed by the terms hereunder in relation to the rights and obligations of the Parties and to the extent permissible any third party beneficiaries hereunder. Amendments and Waivers This Agreement may only be modified or amended by a document signed by all Parties.

Any provision contained in this Agreement may only be waived by a document signed by the Party waiving such provision. No Transfer Neither Party may transfer or assign any of its rights and obligations under this Agreement in whole or in part to any third party without the prior written consent of the other Parties. Counterparts This Agreement may be executed in any number of counterparts manually or by facsimile each of which, when executed and delivered, shall constitute an original, but all the counterparts shall together constitute but one and the same instrument.

Conditions precedent Trustee Consent The effectiveness of this Agreement is subject to the Trustee consenting to the amendments to the Programme Agreements. The aforementioned choice of law is without prejudice to the choice of English law as the contractual and non-contractual governing law of the Programme Agreements, expressed to be governed by English law.

For the avoidance of doubt, English law shall govern all claims arising out of such agreements, including any non-contractual claims arising out of them irrespective of whether the relevant claim is brought by or against the Parent or the Subsidiary or both. This jurisdiction clause is without prejudice to the jurisdiction clauses in the Programme Agreements which provide for the courts of England and Wales to have jurisdiction.

Accordingly, the courts of England and Wales shall be competent to decide any disputes arising out of such Agreements, irrespective of whether the relevant action is brought by or against the Parent or the Subsidiary or both. Subject as hereinafter provided and unless there is something in the subject matter or context inconsistent therewith, all words and expressions defined in the relevant amended and restated English law programme agreements referred to below shall have the meanings given to them in those agreements.

The Trustee may seek performance from UBS Switzerland independently of seeking performance from the Issuer, subject to the provisions of Clauses 3. Subject to the provisions of Clauses 3. For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of the Issuer or UBS Switzerland under the Amended and Restated Principal Trust Deed or in respect of the Covered Bonds of any Series; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of the Issuer or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Principal Trust Deed or the Covered Bonds of any Series, or to assert any other defence to, or bring any claim arising from or related to the Amended and Restated Principal Trust Deed or the Covered Bonds of any Series that the Issuer or UBS Switzerland might have.

Notwithstanding the provisions of Clause 3. Joint and several liability of the Original Assignor Notwithstanding the transfer and novation effected pursuant to [Clause 2 of the Sixth Supplemental Sixth Supplemental Trust Deed] and the Covered Bond Supplemental Agreement, the Original Assignor is jointly and severally liable to perform or procure performance of the obligations of the Acquiring Assignor under the Amended and Restated Principal Trust Deed for a period of three years counted from the publication of the Closing in the SHAB or, if an obligation becomes due only after such date, counted from the due date of such obligation irrespective of whether the relevant creditor had the right to accelerate the due date of the relevant obligation.

The Trustee may seek performance from the Original Assignor, independently of seeking performance from the Acquiring Assignor, subject to the provisions of Clauses 4. Subject to the provisions of Clause 4. For the avoidance of doubt, the assumption by the Original Assignor of joint and several liability under this Clause 4 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of the Original Assignor or the Acquiring Assignor under the Amended and Restated Principal Trust Deed; therefore the assumption by the Original Assignor of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of the Original Assignor or the Acquiring Assignor to contest or dispute the validity or amount of any claim under the Amended and Restated Principal Trust Deed, or to assert any other defence to, or bring any claim arising from or related the Amended and Restated Principal Trust Deed that the Acquiring Assignor or the Original Assignor might have.

For the avoidance of doubt, a failure by the Original Assignor to perform or procure performance of the obligations of the Acquiring Assignor under the Amended and Restated Principal Trust Deed pursuant to this Clause 4 shall not constitute an Issuer Event of Default unless such failure would have constituted or given rise to an Issuer Event of Default irrespective of the joint and several liability assumed pursuant to this Clause 4.

Subject to the other provisions of the Transaction Documents and to the provisions of Clauses 3. Subject to Clauses 3. For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland, under the Amended and Restated Guarantee Deed; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Guarantee Deed, or to assert any other defence to, or bring any claim arising from or related to the Amended and Restated Guarantee Deed that UBS or UBS Switzerland might have.

Subject to Clause 3. For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the Amended and Restated Intercreditor Deed; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Intercreditor Deed or to assert any other defence to, or bring any claim arising from or related to the Amended and Restated Intercreditor Deed that UBS or UBS Switzerland might have.

Notwithstanding the transfer and novation effected pursuant to Clause 2 [of this First Supplemental Deed to the Intercreditor Deed] and the Covered Bond Supplemental Agreement, UBS is jointly and severally liable to perform or procure performance of the obligations of UBS Switzerland in its capacities as Assignor, Cash Manager, Account Bank and Shareholder of the Guarantor each a under the Amended and Restated Intercreditor Deed for a period of three years counted from the publication of the Closing in the SHAB or, if an obligation becomes due only after such date, counted from the due date of such obligation irrespective of whether the relevant creditor had the right to accelerate the due date of the relevant obligation.

Subject to the other provisions of the Transaction Documents and to the provisions of Clauses 4. Subject to Clause 4. For the avoidance of doubt, the assumption by UBS of joint and several liability under this Clause 4 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the Amended and Restated Intercreditor Deed; therefore the assumption by UBS of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Intercreditor Deed, or to assert any other defence to, or bring any claim arising from or related the Amended and Restated intercreditor Deed that UBS or UBS Switzerland might have.

For the avoidance of doubt, a failure by UBS to perform or procure performance of the obligations of UBS Switzerland under the Amended and Restated Intercreditor Deed pursuant to this Clause 4 shall not constitute an Issuer Event of Default unless such failure would have constituted or given rise to an Issuer Event of Default irrespective of the joint and several liability assumed pursuant to this Clause 4.

For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the Amended and Restated Cash Management Agreement; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Cash Management Agreement or to assert any other defence to, or bring any claim arising from or related to the Amended and Restated Cash Management Agreement that UBS or UBS Switzerland might have.

Notwithstanding the transfer and novation effected pursuant to Clause 2 [of the First Supplemental Agreement to the Cash Management Agreement] and the Covered Bond Supplemental Agreement, UBS is jointly and severally liable to perform or procure performance of the obligations of UBS Switzerland in its capacities as Assignor and Cash Manager each a under the Amended and Restated Cash Management Agreement for a period of three years counted from the publication of the Closing in the SHAB or, if an obligation becomes due only after such date, counted from the due date of such obligation irrespective of whether the relevant creditor had the right to accelerate the due date of the relevant obligation.

For the avoidance of doubt, the assumption by UBS of joint and several liability under this Clause 4 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the Amended and Restated Cash Management Agreement; therefore the assumption by UBS of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Cash Management Agreement, or to assert any other defence to, or bring any claim arising from or related the Amended and Restated Cash Management Agreement that UBS or UBS Switzerland might have.

For the avoidance of doubt, a failure by UBS to perform or procure performance of the obligations of UBS Switzerland under the Amended and Restated Cash Management Agreement pursuant to this Clause 4 shall not constitute an Issuer Event of Default unless such failure would have constituted or given rise to an Issuer Event of Default irrespective of the joint and several liability assumed pursuant to this Clause 4.

For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the [Amended and Restated Asset Monitor Agreement]; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the [Amended and Restated Asset Monitor Agreement] or to assert any other defence to, or bring any claim arising from or related to the [Amended and Restated Asset Monitor Agreement] that UBS or UBS Switzerland might have.

Notwithstanding the transfer and novation effected pursuant to Clause 2 of [the Amended and Restated Asset Monitor Agreement] and the Covered Bond Supplemental Agreement, UBS is jointly and severally liable to perform or procure performance of the obligations of UBS Switzerland in its capacity as Assignor under the [Amended and Restated Asset Monitor Agreement] for a period of three years counted from the publication of the Closing in the SHAB or, if an obligation becomes due only after such date, counted from the due date of such obligation irrespective of whether the relevant creditor had the right to accelerate the due date of the relevant obligation.

For the avoidance of doubt, the assumption by UBS of joint and several liability under this Clause 4 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the [Amended and Restated Asset Monitor Agreement]; therefore the assumption by UBS of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the [Amended and Restated Asset Monitor Agreement], or to assert any other defence to, or bring any claim arising from or related to the [Amended and Restated Asset Monitor Agreement] that UBS Switzerland or UBS might have.

For the avoidance of doubt, a failure by UBS to perform or procure performance of the obligations of UBS Switzerland under the [Amended and Restated Asset Monitor Agreement] pursuant to the joint and several liability assumed pursuant to this Clause 4 shall not constitute an Issuer Event of Default unless such Issuer Event of Default would have occurred irrespective of the joint and several liability assumed pursuant to this Clause 4.

All capitalized terms used in this Agreement that are defined in the Asset Transfer Agreement shall have the respective meanings assigned them in the Asset Transfer Agreement, except as otherwise provided in this Agreement or unless the context otherwise requires.

For the avoidance of doubt, UBS shall also retain full and unconditional liability for the Obligations. In particular, UBS Switzerland shall not be obligated to make any payment, perform any obligation or discharge any liability that UBS would not be obligated to pay, perform or discharge if an action, suit or proceeding had been brought directly against UBS.

For the avoidance of doubt, UBS Switzerland shall have no liability under this Agreement for any liability or obligation of UBS under or in connection with any transactions entered into by UBS at or after the Closing Time, whether such transactions are entered into with the same Counterparties, under the same New York Law Agreement, are entitled to the benefit of the same collateral or other credit support arrangements, or otherwise.

Accordingly, the liability of UBS Switzerland under this Agreement shall not extend to any other liability or obligation of UBS, including any criminal liability including for fines, disgorgement of profits or any similar sanctions , liability in tort, or other non-contractual liability of a punitive character to which UBS may have been or become subject, and any regulatory liability which results from, or is connected to, the licenses or similar regulatory authorizations that have been granted, or other regulatory requirements that apply, to UBS.

For the avoidance of doubt, UBS Switzerland shall have the right to refuse satisfaction of its liability in respect of such Obligation for so long as the creditor of such Obligation refuses to consent to such assignment or transfer or intentionally frustrates such transfer including through an undue early release or waiver of its security ; , that such creditor shall not be required to do anything that is not under its control in order to effect such assignment or transfer.

Counterparties are Intended Third-Party Beneficiaries. Notwithstanding any provision in the Asset Transfer Agreement to the contrary, in the event of any inconsistency between the provisions of the Asset Transfer Agreement and the provisions of this Agreement, this Agreement will prevail with respect to the matters addressed by this Agreement. Execution in Counterparts This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

Enforcement of Rights No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Upon any such delegation and assumption of obligations, UBS Switzerland shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption. Governing Law; Jurisdiction a This Agreement shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective permitted successors and assigns.

If for any reason UBS is unable to act as process agent for UBS Switzerland, such party will promptly notify the other party and within 30 days appoint a substitute process agent located in New York State upon whom Counterparties may serve process in any Proceedings. Nothing in this Agreement will affect the right of any Counterparty to serve process in any other manner permitted by law.

Swiss Resolution Power. The Parent will retain all remaining assets, liabilities and obligations in existence at the Closing Time as defined below which are not specified in the Asset Transfer Agreement, including certain transactions governed by English law that are outstanding at the Closing Time.

Under applicable Swiss law governing the asset transfer and the Asset Transfer Agreement, the Parent will remain jointly liable with the Subsidiary in respect of all the liabilities and obligations transferred by the Parent to the Subsidiary under the Asset Transfer Agreement. The Asset Transfer Agreement specifically envisages a number of Separate Instruments as defined therein supplemental to the Asset Transfer Agreement in respect of certain Remaining Liabilities in furtherance of the intention of the Parties to ensure that the joint and several liability of each Party is given full effect under the laws of certain relevant jurisdictions.

The headings in this Deed do not affect its interpretation. No Third Party shall be permitted to seek double payment or satisfaction under both this Deed and the Asset Transfer Agreement or any other agreement made in connection with the Asset Transfer Agreement. To the extent that any performance or satisfaction of an obligation arising under a Relevant Remaining Liability is made to a Third Party pursuant to any of this Deed, the Asset Transfer Agreement or such other agreement, any further requirement to perform or satisfy such obligation shall be reduced or extinguished accordingly.

All defences available to the Parent relating to the payment, performance or discharge of an obligation arising under a Relevant Remaining Liability shall apply and shall also be available to the Subsidiary. In particular, the Subsidiary shall not be obliged to make any payment or perform any obligation or discharge any liability that the Parent would not be obliged to pay, perform or discharge if an action, suit or proceeding had been brought directly against the Parent.

For the avoidance of doubt, the Subsidiary shall have no liability under this Deed for any liability or obligation of the Parent under or in connection with any transactions entered into by the Parent after the Closing Time, whether such transactions are entered into with the same counterparties, under the same master agreement, or which are entitled to the benefit of the same collateral or other credit support arrangements or otherwise.

In case of any claim brought or threatened by a Third Party, including claims brought by any public authority, against the Subsidiary which is subject to an obligation of indemnification by the Parent under this Deed, the Subsidiary shall give the Parent a notice of such Third Party claim or proceeding within reasonable time. If the Parent does not give a Notice of Defence, the Subsidiary shall have the right to defend or settle such claim or proceeding in its exclusive discretion and the Parent shall, upon request from the Subsidiary, promptly indemnify the Subsidiary.

Subject to Clause 6. Each Party shall bear its own costs incurred in relation to this Deed. Except as set out in Clause The parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary. For all purposes of this Fifth Supplemental Indenture, except as otherwise stated herein, capitalized terms used but not otherwise defined in this Fifth Supplemental Indenture shall have the respective meanings assigned to them in the Indenture.

The Co-Obligor hereby waives diligence, presentment, demand of payment, any right to require a proceeding first against the Company, protest or notice and all demands whatsoever with respect to the Securities or the indebtedness evidenced thereby, and covenants that the Co-Obligation hereunder will not be discharged as to this Indenture or the Securities except in accordance with Article Four of this Indenture.

The Co-Obligor shall be subrogated to all rights of the Holder of a Security of a series against the Company in respect of any amounts paid to such Holder by the Co-Obligor pursuant to the provisions of this Indenture; that the Co-Obligor shall not be entitled to enforce, or to receive any payments arising oirt of or based upon, such right of subrogation or any right of contribution until the principal of and any premium, interest and other amounts including Additional Amounts, if any payable on, under or in respect of all of the Securities of the same series issued under this Indenture shall have been paid in full.

The Co-Obligor hereby agrees that any notice given to the Company pursuant to the terms of this Indenture shall be deemed given to the Co-Obligor. The Company and the Co-Obligor agree that, if requested by the Trustee, it will execute and deliver to the Trustee for authentication new Securities of any series of Outstanding Securities with the Co-Obligation endorsed thereon and otherwise identical to the old Securities of such series and the Trustee hereby agrees that, if requested by the Company, it will authenticate and deliver such new Securities of such series in exchange for Outstanding Securities of such series.

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Images Donate icon An illustration of a heart shape Donate Ellipses icon An illustration of text ellipses. Banques autorisees a exercer leur activite en application de 1 ' article 2 de la loi du 5 avril A. Credit et , L Luxembourg d' Investissement B. Kennedy L Luxembourg B. Bourmicht L Bertrange B. Banque Havilland S. Banque Internationale a Luxembourg Banque J.

Banque Puilaetco Dewaay Luxembourg S. Banque Transatlantique Luxembourg S. China Construction Bank Europe S. Clearstream Banking S. Commerzbank International S. Compagnie de Banque Privee Quilvest S. Corner Banque Luxembourg S. Danieli Banking Corporation S. Danske Bank International S. Delen Private Bank Luxembourg S. Deutsche Bank Luxembourg S. DNB Luxembourg S.

East West United Bank S. Eurobank Private Bank Luxembourg S. Europaische Genossenschaftsbank S. Fideuram Bank Luxembourg S. Frankfurter Volksbank International S. Freie Internationale Sparkasse S. GPB International S. ING Luxembourg J. Morgan Bank Luxembourg S. John Deere Bank S.

Key trade Bank Luxembourg S. Norddeutsche Landesbank Luxembourg S. Nordea Bank S. Oppenheim jr. B PayPal Europe S. P Suisse S. Succursales d ' etablissements de credit d'origine communautaire et assimiles autorisees au Luxembourg sur base de 1' article 30 de la loi du 5 avril 30 B Banca March, S. Juarez, Mexico, D. Box George Town, Kyi- J. Craigmuir Chambers , P.

Palm Grove House, P. A Luxembourg R. Gestionnaires de fonds d' invest is sement alternatifs page 51 au sens de la loi du 12 juillet I. Gestionnaires de fonds d ' investissement alternatifs autorises I. A 51, Avenue J. Kennedy L Luxembourg R. AFS S. Q3DI S. VETC S. Kennedy L Luxembourg lc. Atrium Business Park, 23, Z. Rue Gabriel Lippmann L Munsbach lc. LFPE S. NCP I S. AIV S. VIS Finance S.

Kennedy L Luxembourg 16, Rue St. B Precision Capital S. North, N. Marke Wilmington, Delaware 2, Bd. Box , 5 West Centre St. Atlanteo Capital B. Automotive Components Europe S. AYR Issuer S. B of A Issuance B. Bankpozitif Kredi ve Kalkinmma Bankasi A.

Akard St.

EDDIE SORDO FIDELITY INVESTMENTS

Fideuram Bank Luxembourg S. Freie Internationale Sparkasse S. Morgan Bank Luxembourg S. John Deere Bank S. Key trade Bank Luxembourg S. Nordea Bank S. Rakuten Europe Bank S. Oppenheim jr. B PayPal Europe S. P Suisse S. Succursales d ' etablissements de credit d'origine communautaire et assimiles autorisees au Luxembourg sur base de 1' article 30 de la loi du 5 avril 31 B Banca March, S.

Ugland House, P. Juarez, Mexico, D. Cp 22 Avenue Franklin D. Craigmuir Chambers , P. Palm Grove House, P. Craigmuir Chambers, P. Strassen S J. S T. S J. A Luxembourg R. A 51, Avenue J. Kennedy L Luxembourg R. Gestionnaires de fonds d' invest is sement alternatifs au sens de la loi du 12 juillet I. Gestionnaires de fonds d ' investissement alternatifs autorises I. A 3P L S. A AFS S. Rue Gabriel Lippmann L Munsbach lc. E-Capital Partners E. Icecapital Nordic secondary GP S. Kroll L Luxembourg S.

MO JO. Q3DI S. Kennedy L Luxembourg 15, Avenue J. VETC S. WAI S. A Bertrange R. NCP I S. Rue Thomas Edison L Strassen lb. AIV S. VIS Finance S. B Precision Capital S. North, N. Marke Wilmington, Delaware 2, Bd. Box , 5 West Centre St. Akard St. Alvaro Obregon Mexico, D. Framarin No. Societa di Cartolarizzazione a r. Via Btg. Framarin N. Peter Port Gyl 3wt 51, Avenue J. Helier 30 St. Credico Finance 4 S. Credico Finance 5 S.

D'Annunzio Finance S. D'Annunzio S. Daimler Canada Finance Inc. Deutsche Bahn Finance B. Diversified European Credit S. Diversified Financials Europe S. Kennedy L Luxembourg 46a, Avenue J. Sie ist von den erschienen Personen selbst gelesen, von ihnen anschliessend als richtig anerkannt und unterzeichnet worden. Per Juni Via Fornasettte Subscriber share This position is included in the transfer balance sheet as part of investment in subsidiaries and other participations subject to movements since the Effective Date.

June N CH Common Stock L M IL EIdx Eq. Idx Eq. Africa Cons. CHF Inl. CHF Ausl. CHF Inla. CHF lnla. CHF Indx. CHF Inde. FR Etoile Act. A FR Groupam. Multi Ges. I FR Aviv. Alp Yi. Wert per Generation mit Vertrag Nr. This position is included in the transfer balance sheet as part of trading balances in securities and precious metals. These positions are off balance sheet. This position is included in the transfer balance sheet as part of liquid assets and other assets. Diese Position ist in der Transferbilanz als Teil der Sachanlagen enthalten.

Diese Positionen sind ausserbilanzielle Positionen. Buchwerte per UBS Card Center AG bewirtschaftet werden All other receivables of any kind of the parent company belonging to the B , including receivables in connection with unlawful behavior of former or current employees or civil law claims against former or current employees, receivables in connection with unlawful behavior of external third parties or customers etc. All movables art, jewelry watches, etc.

All receivables existing under a life insurance contract between a client and an insurance company which have been assigned to the Parent as a security in connection with mortgage lending agreements related to real estates located in Germany. Marz Werte per Juni Outstanding money market products Werte per 10 Juni April aufgelaufen sind unbesehen davon, ob sie in der Bilanz der M als Verbindlichkeit enthalten sind oder nicht , wie etwa: Corporate income and capital taxes; Payroll taxes including social security contributions; Value added taxes; Swiss withholding tax; Final withholding tax Abgeltungssteuer based on applicable tax treaties of Switzerland with the United Kingdom and Austria, respectively; Swiss transfer stamp duties; Italian and French financial transaction taxes; Additional withholding taxes pursuant to double tax treaties of Switzerland with the United States, Canada, Australia and New Zealand, respectively.

Court proceedings against a former employee with respect to misappropriation art. Official investigation against a former employee with respect to misappropriation art. Official investigation against unknown with respect to robbery art. Official investigation against unknown with respect to theft art.

Official investigation against a former employee with respect to fraud art. Official investigation against unknown with respect to fraud art. Official investigation against a former employee and Third Parties with respect to fraud art. Official investigation against Third Parties with respect to fraud art. Official investigation against Third Parties with respect to misappropriation art. Official investigation against a Third Party with respect to fraud art.

Official investigation against a Third Party with respect to fraud et al. Betrug Art. Official investigation against a Third Party with respect to misappropriation art. Criminal complaint against a client in the context of two leasing agreements with respect to misappropriation art. All other contracts with Third Parties related to client assets or services provided to the clients as set out in Annex 2c including but not limited to framework agreements with insurance companies related to fire insurance for real estates of clients which are subject to a mortgage loan agreements.

Pini 34 Chiasso 1 Piazza Col. Juni In particular, the following products, subject-matters or services offered by the Business meet the criterion of lit. In such case the client has been notified prior to Closing that the contract remains with the Parent. The transfer of such contracts has been notified to the relevant client prior to Closing.

Annex 3 Anhang 3 Asset Transfer Agreement dated Die Liste ist am Juni erstellt und zeigt den erwarteten Stand per Weber Reto Francioni Ann F. Godbehere Axel P. Lehmann William G. The Boards of Directors mandate the group executive board and further responsible individuals pursuant to the Organization Regulations of UBS Group and UBS to fully implement the Transaction and to execute respectively sign all necessary and appropriate agreements and documents and to undertake all necessary and appropriate actions.

The Boards of Directors approve the execution of the Separate Instruments Agreements and the Revised Programme Agreements and authorize any two authorized signatories of UBS inscribed in the commercial register to finalize and to sign collectively by two the Separate Instruments Agreements and the Revised Programme Agreements and to sign and execute all other agreements or documents, and to take all actions required to fully implement the Covered Bond Agreements. The Board of Directors mandates the executive board and further responsible individuals pursuant to the Organization Regulations of the Company to fully implement the Transaction and to execute respectively sign all necessary and appropriate agreements and documents and to undertake all necessary and appropriate actions.

The Board of Directors approves the execution of the Separate Instruments Agreements and the Revised Programme Agreements and authorizes any two authorized signatories of the Company inscribed in the commercial register to finalize and to sign collectively by two the Separate Instruments Agreements and the Revised Programme Agreements and to sign and execute all other agreements or documents, and to take all actions required to fully implement the Covered Bond Agreements.

Unterschriften auf separater Seite. Whereas The Parent is a bank whose business activities include granting, managing and administering mortgage loans financing Swiss residential property secured by mortgage certificates on the relevant properties. No further covered bonds will be issued under the Covered Bond Programme after the date of this Agreement. The transfer will generally be effected by way of a transfer of assets and liabilities according to art.

Swiss Merger Act except that mortgage certificates will be transferred by singular succession. Such changes will accordingly necessitate the amendment of several Programme Agreements which will require the consent of the Trustee.

For the avoidance of doubt, the Subsidiary enters into the Transaction including this Agreement and assumes the aforementioned contractual positions and assumes joint and several liability for the obligations of the Parent in connection with the Covered Bond Programme, in consideration of the aggregate benefits it will receive as a result of the Transaction, including, without limitation, in relation to the Covered Bond Programme, the ownership of or beneficial interest in the transferred Swiss Mortgage Claims and Mortgage 3 15 Certificates, the beneficial interest in the Cover Pool Assets, the shareholding in the Guarantor, the Collateral Differential and other related benefits, as well as to solicit consent by the Trustee to the amendments of the Programme Agreements.

Assignor has the meaning ascribed to it in the Master Definitions Schedule. Issuer Default has the meaning ascribed to it in the Master Definitions Schedule. Clause means the respective section or clause of this Agreement or any other designated agreement. Swiss Mortgage Business means the contractual relationships between the Parent and its customers under which the Swiss-booked Mortgage Claims and related Mortgage Certificates are originated.

As a result of such transfer, as of the Swiss Transaction Closing Date, the Subsidiary will be entitled to all existing and future rights and benefits of the Parent arising under the Programme Agreements in relation to the Transferred Roles including a right to receive released Cover Pool Assets the the Subsidiary will assume any and all existing and future liabilities of the Parent arising under the Programme Agreements in relation to the Transferred Roles the Those Transferred Covered Bond Liabilities which arise from obligations set out in the Programme Agreements on or before the Swiss Transaction Closing Date are hereinafter referred to as the Transferred Covered Bond Existing Liabilities.

For the avoidance of doubt, the contractual position of the Parent in its capacity as Issuer in relation to the Covered Bond Programme including each of the Existing Programme Agreements remains with the Parent and is not transferred to the Subsidiary. Covered Bond Joint and Several Liability of the Subsidiary The Subsidiary is jointly and severally liable to perform or procure the performance of any and all obligations of the Parent in respect of any and all Remaining Covered Bond Existing Liabilities in accordance with, and subject to, Sections 4.

Such liability continues for a prescription period of three years counted from the date of publication of the Swiss Transaction Closing in the SHAB or, if an obligation is due only after such date, counted from the Due Date of such obligation irrespective of whether the creditor had the right to accelerate the Due Date of the relevant obligation.

Such liability continues for a prescription period of three years counted from the date of publication of the Swiss Transaction Closing in the SHAB or, if an obligation becomes due only after such date, counted from the Due Date of such obligation irrespective of whether the creditor had the right to accelerate the Due Date of the relevant obligation.

Covered Bond Joint and Several Liability of the Parent The Parent is jointly and severally liable to perform or procure the performance of any and all obligations of the Subsidiary in respect of any and all Transferred Covered Bond Existing Liabilities in accordance with, and subject to, Sections 5. Covered Bond Joint and Several Liability of the Parent for claims under the Subsidiary Pre-Funding, Recourse and Indemnity Obligations Notwithstanding the transfer effected pursuant to this Agreement and the Asset Transfer Agreement and with effect from and including the Swiss Transaction Closing Date, the Parent is jointly and severally liable to perform or procure the performance of any obligations of the Subsidiary arising from a Subsidiary Pre-Funding, Recourse and Indemnity Obligation.

Guarantor Tax Indemnity The Parent and the Subsidiary jointly and severally undertake to promptly pay, and if applicable to promptly indemnify and hold harmless the Guarantor for any and all payments made and all liabilities incurred, in relation to any stamp duty, withholding tax or other taxes or charges which may result from the transfer of the Swiss Mortgage Business from UBS AG to UBS Switzerland AG.

The Subsidiary shall have a right of recourse against the Parent, and the Parent shall indemnify the Subsidiary for any and all expenses and damages arising in connection with claims brought against, or payments made by, the Subsidiary as a result of the Covered Bond Joint and Several Liability of the Subsidiary. In addition, the Parent shall indemnify the Subsidiary for any and all expenses and damages incurred by the Subsidiary as a result of any non-performance or late performance of any other obligation of the Parent in connection with the Covered Bond Programme, including any and all losses incurred in connection with a realisation of Cover Pool Assets as a result of an Issuer Event of Default under the Covered Bonds.

Trustee Rights The Trustee has agreed to become a party of this Agreement solely to ensure the preservation and enforcement of its rights, and those of the Covered Bondholders, hereunder and shall not assume any responsibility, liabilities or obligations in connection with this Agreement and or the transactions contemplated hereby.

The rights of the Trustee pursuant to this Agreement are in addition to, and not in lieu of, the rights the Trustee has under the Programme Agreements. This Agreement, including the annexes and any other documents referred to herein, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, and shall supersede all prior oral and written agreements or understandings of the Parties relating hereto.

All references to this Agreement shall be deemed to include the Schedules and Exhibits hereto. The Covered Bond Joint and Several Liability shall in the context of this Agreement be entirely governed by the terms hereunder in relation to the rights and obligations of the Parties and to the extent permissible any third party beneficiaries hereunder.

Amendments and Waivers This Agreement may only be modified or amended by a document signed by all Parties. Any provision contained in this Agreement may only be waived by a document signed by the Party waiving such provision. No Transfer Neither Party may transfer or assign any of its rights and obligations under this Agreement in whole or in part to any third party without the prior written consent of the other Parties.

Counterparts This Agreement may be executed in any number of counterparts manually or by facsimile each of which, when executed and delivered, shall constitute an original, but all the counterparts shall together constitute but one and the same instrument. Conditions precedent Trustee Consent The effectiveness of this Agreement is subject to the Trustee consenting to the amendments to the Programme Agreements.

The aforementioned choice of law is without prejudice to the choice of English law as the contractual and non-contractual governing law of the Programme Agreements, expressed to be governed by English law. For the avoidance of doubt, English law shall govern all claims arising out of such agreements, including any non-contractual claims arising out of them irrespective of whether the relevant claim is brought by or against the Parent or the Subsidiary or both.

This jurisdiction clause is without prejudice to the jurisdiction clauses in the Programme Agreements which provide for the courts of England and Wales to have jurisdiction. Accordingly, the courts of England and Wales shall be competent to decide any disputes arising out of such Agreements, irrespective of whether the relevant action is brought by or against the Parent or the Subsidiary or both.

Subject as hereinafter provided and unless there is something in the subject matter or context inconsistent therewith, all words and expressions defined in the relevant amended and restated English law programme agreements referred to below shall have the meanings given to them in those agreements.

The Trustee may seek performance from UBS Switzerland independently of seeking performance from the Issuer, subject to the provisions of Clauses 3. Subject to the provisions of Clauses 3. For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of the Issuer or UBS Switzerland under the Amended and Restated Principal Trust Deed or in respect of the Covered Bonds of any Series; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of the Issuer or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Principal Trust Deed or the Covered Bonds of any Series, or to assert any other defence to, or bring any claim arising from or related to the Amended and Restated Principal Trust Deed or the Covered Bonds of any Series that the Issuer or UBS Switzerland might have.

Notwithstanding the provisions of Clause 3. Joint and several liability of the Original Assignor Notwithstanding the transfer and novation effected pursuant to [Clause 2 of the Sixth Supplemental Sixth Supplemental Trust Deed] and the Covered Bond Supplemental Agreement, the Original Assignor is jointly and severally liable to perform or procure performance of the obligations of the Acquiring Assignor under the Amended and Restated Principal Trust Deed for a period of three years counted from the publication of the Closing in the SHAB or, if an obligation becomes due only after such date, counted from the due date of such obligation irrespective of whether the relevant creditor had the right to accelerate the due date of the relevant obligation.

The Trustee may seek performance from the Original Assignor, independently of seeking performance from the Acquiring Assignor, subject to the provisions of Clauses 4. Subject to the provisions of Clause 4. For the avoidance of doubt, the assumption by the Original Assignor of joint and several liability under this Clause 4 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of the Original Assignor or the Acquiring Assignor under the Amended and Restated Principal Trust Deed; therefore the assumption by the Original Assignor of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of the Original Assignor or the Acquiring Assignor to contest or dispute the validity or amount of any claim under the Amended and Restated Principal Trust Deed, or to assert any other defence to, or bring any claim arising from or related the Amended and Restated Principal Trust Deed that the Acquiring Assignor or the Original Assignor might have.

For the avoidance of doubt, a failure by the Original Assignor to perform or procure performance of the obligations of the Acquiring Assignor under the Amended and Restated Principal Trust Deed pursuant to this Clause 4 shall not constitute an Issuer Event of Default unless such failure would have constituted or given rise to an Issuer Event of Default irrespective of the joint and several liability assumed pursuant to this Clause 4.

Subject to the other provisions of the Transaction Documents and to the provisions of Clauses 3. Subject to Clauses 3. For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland, under the Amended and Restated Guarantee Deed; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Guarantee Deed, or to assert any other defence to, or bring any claim arising from or related to the Amended and Restated Guarantee Deed that UBS or UBS Switzerland might have.

Subject to Clause 3. For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the Amended and Restated Intercreditor Deed; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Intercreditor Deed or to assert any other defence to, or bring any claim arising from or related to the Amended and Restated Intercreditor Deed that UBS or UBS Switzerland might have.

Notwithstanding the transfer and novation effected pursuant to Clause 2 [of this First Supplemental Deed to the Intercreditor Deed] and the Covered Bond Supplemental Agreement, UBS is jointly and severally liable to perform or procure performance of the obligations of UBS Switzerland in its capacities as Assignor, Cash Manager, Account Bank and Shareholder of the Guarantor each a under the Amended and Restated Intercreditor Deed for a period of three years counted from the publication of the Closing in the SHAB or, if an obligation becomes due only after such date, counted from the due date of such obligation irrespective of whether the relevant creditor had the right to accelerate the due date of the relevant obligation.

Subject to the other provisions of the Transaction Documents and to the provisions of Clauses 4. Subject to Clause 4. For the avoidance of doubt, the assumption by UBS of joint and several liability under this Clause 4 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the Amended and Restated Intercreditor Deed; therefore the assumption by UBS of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Intercreditor Deed, or to assert any other defence to, or bring any claim arising from or related the Amended and Restated intercreditor Deed that UBS or UBS Switzerland might have.

For the avoidance of doubt, a failure by UBS to perform or procure performance of the obligations of UBS Switzerland under the Amended and Restated Intercreditor Deed pursuant to this Clause 4 shall not constitute an Issuer Event of Default unless such failure would have constituted or given rise to an Issuer Event of Default irrespective of the joint and several liability assumed pursuant to this Clause 4.

For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the Amended and Restated Cash Management Agreement; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Cash Management Agreement or to assert any other defence to, or bring any claim arising from or related to the Amended and Restated Cash Management Agreement that UBS or UBS Switzerland might have.

Notwithstanding the transfer and novation effected pursuant to Clause 2 [of the First Supplemental Agreement to the Cash Management Agreement] and the Covered Bond Supplemental Agreement, UBS is jointly and severally liable to perform or procure performance of the obligations of UBS Switzerland in its capacities as Assignor and Cash Manager each a under the Amended and Restated Cash Management Agreement for a period of three years counted from the publication of the Closing in the SHAB or, if an obligation becomes due only after such date, counted from the due date of such obligation irrespective of whether the relevant creditor had the right to accelerate the due date of the relevant obligation.

For the avoidance of doubt, the assumption by UBS of joint and several liability under this Clause 4 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the Amended and Restated Cash Management Agreement; therefore the assumption by UBS of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the Amended and Restated Cash Management Agreement, or to assert any other defence to, or bring any claim arising from or related the Amended and Restated Cash Management Agreement that UBS or UBS Switzerland might have.

For the avoidance of doubt, a failure by UBS to perform or procure performance of the obligations of UBS Switzerland under the Amended and Restated Cash Management Agreement pursuant to this Clause 4 shall not constitute an Issuer Event of Default unless such failure would have constituted or given rise to an Issuer Event of Default irrespective of the joint and several liability assumed pursuant to this Clause 4. For the avoidance of doubt, the assumption by UBS Switzerland of joint and several liability under this Clause 3 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the [Amended and Restated Asset Monitor Agreement]; therefore the assumption by UBS Switzerland of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the [Amended and Restated Asset Monitor Agreement] or to assert any other defence to, or bring any claim arising from or related to the [Amended and Restated Asset Monitor Agreement] that UBS or UBS Switzerland might have.

Notwithstanding the transfer and novation effected pursuant to Clause 2 of [the Amended and Restated Asset Monitor Agreement] and the Covered Bond Supplemental Agreement, UBS is jointly and severally liable to perform or procure performance of the obligations of UBS Switzerland in its capacity as Assignor under the [Amended and Restated Asset Monitor Agreement] for a period of three years counted from the publication of the Closing in the SHAB or, if an obligation becomes due only after such date, counted from the due date of such obligation irrespective of whether the relevant creditor had the right to accelerate the due date of the relevant obligation.

For the avoidance of doubt, the assumption by UBS of joint and several liability under this Clause 4 shall not be deemed to be an acknowledgement or acceptance of any claim in respect of any existing or future liability of UBS or UBS Switzerland under the [Amended and Restated Asset Monitor Agreement]; therefore the assumption by UBS of its joint and several liability to perform or procure performance of such obligations shall not defeat, impair or limit in any way any right or remedy of UBS or UBS Switzerland to contest or dispute the validity or amount of any claim under the [Amended and Restated Asset Monitor Agreement], or to assert any other defence to, or bring any claim arising from or related to the [Amended and Restated Asset Monitor Agreement] that UBS Switzerland or UBS might have.

For the avoidance of doubt, a failure by UBS to perform or procure performance of the obligations of UBS Switzerland under the [Amended and Restated Asset Monitor Agreement] pursuant to the joint and several liability assumed pursuant to this Clause 4 shall not constitute an Issuer Event of Default unless such Issuer Event of Default would have occurred irrespective of the joint and several liability assumed pursuant to this Clause 4.

All capitalized terms used in this Agreement that are defined in the Asset Transfer Agreement shall have the respective meanings assigned them in the Asset Transfer Agreement, except as otherwise provided in this Agreement or unless the context otherwise requires. For the avoidance of doubt, UBS shall also retain full and unconditional liability for the Obligations.

In particular, UBS Switzerland shall not be obligated to make any payment, perform any obligation or discharge any liability that UBS would not be obligated to pay, perform or discharge if an action, suit or proceeding had been brought directly against UBS. For the avoidance of doubt, UBS Switzerland shall have no liability under this Agreement for any liability or obligation of UBS under or in connection with any transactions entered into by UBS at or after the Closing Time, whether such transactions are entered into with the same Counterparties, under the same New York Law Agreement, are entitled to the benefit of the same collateral or other credit support arrangements, or otherwise.

Accordingly, the liability of UBS Switzerland under this Agreement shall not extend to any other liability or obligation of UBS, including any criminal liability including for fines, disgorgement of profits or any similar sanctions , liability in tort, or other non-contractual liability of a punitive character to which UBS may have been or become subject, and any regulatory liability which results from, or is connected to, the licenses or similar regulatory authorizations that have been granted, or other regulatory requirements that apply, to UBS.

For the avoidance of doubt, UBS Switzerland shall have the right to refuse satisfaction of its liability in respect of such Obligation for so long as the creditor of such Obligation refuses to consent to such assignment or transfer or intentionally frustrates such transfer including through an undue early release or waiver of its security ; , that such creditor shall not be required to do anything that is not under its control in order to effect such assignment or transfer.

Counterparties are Intended Third-Party Beneficiaries. Notwithstanding any provision in the Asset Transfer Agreement to the contrary, in the event of any inconsistency between the provisions of the Asset Transfer Agreement and the provisions of this Agreement, this Agreement will prevail with respect to the matters addressed by this Agreement.

Execution in Counterparts This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Enforcement of Rights No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Upon any such delegation and assumption of obligations, UBS Switzerland shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption.

Governing Law; Jurisdiction a This Agreement shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective permitted successors and assigns.

If for any reason UBS is unable to act as process agent for UBS Switzerland, such party will promptly notify the other party and within 30 days appoint a substitute process agent located in New York State upon whom Counterparties may serve process in any Proceedings. Nothing in this Agreement will affect the right of any Counterparty to serve process in any other manner permitted by law.

Swiss Resolution Power. The Parent will retain all remaining assets, liabilities and obligations in existence at the Closing Time as defined below which are not specified in the Asset Transfer Agreement, including certain transactions governed by English law that are outstanding at the Closing Time.

Under applicable Swiss law governing the asset transfer and the Asset Transfer Agreement, the Parent will remain jointly liable with the Subsidiary in respect of all the liabilities and obligations transferred by the Parent to the Subsidiary under the Asset Transfer Agreement. The Asset Transfer Agreement specifically envisages a number of Separate Instruments as defined therein supplemental to the Asset Transfer Agreement in respect of certain Remaining Liabilities in furtherance of the intention of the Parties to ensure that the joint and several liability of each Party is given full effect under the laws of certain relevant jurisdictions.

The headings in this Deed do not affect its interpretation. No Third Party shall be permitted to seek double payment or satisfaction under both this Deed and the Asset Transfer Agreement or any other agreement made in connection with the Asset Transfer Agreement. To the extent that any performance or satisfaction of an obligation arising under a Relevant Remaining Liability is made to a Third Party pursuant to any of this Deed, the Asset Transfer Agreement or such other agreement, any further requirement to perform or satisfy such obligation shall be reduced or extinguished accordingly.

All defences available to the Parent relating to the payment, performance or discharge of an obligation arising under a Relevant Remaining Liability shall apply and shall also be available to the Subsidiary. In particular, the Subsidiary shall not be obliged to make any payment or perform any obligation or discharge any liability that the Parent would not be obliged to pay, perform or discharge if an action, suit or proceeding had been brought directly against the Parent.

For the avoidance of doubt, the Subsidiary shall have no liability under this Deed for any liability or obligation of the Parent under or in connection with any transactions entered into by the Parent after the Closing Time, whether such transactions are entered into with the same counterparties, under the same master agreement, or which are entitled to the benefit of the same collateral or other credit support arrangements or otherwise.

In case of any claim brought or threatened by a Third Party, including claims brought by any public authority, against the Subsidiary which is subject to an obligation of indemnification by the Parent under this Deed, the Subsidiary shall give the Parent a notice of such Third Party claim or proceeding within reasonable time.

If the Parent does not give a Notice of Defence, the Subsidiary shall have the right to defend or settle such claim or proceeding in its exclusive discretion and the Parent shall, upon request from the Subsidiary, promptly indemnify the Subsidiary. Subject to Clause 6.

The following excerpt is from the company's SEC filing.

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Hudson investment group limited insurance Criminal complaint against a client in the forex trading strategies without indicators of two leasing agreements with respect to misappropriation art. John Deere Bank S. Fideuram Bank Luxembourg S. Issuer Default has the meaning ascribed to it in the Master Definitions Schedule. Official investigation against unknown with respect to fraud art. The undersigned notary has informed the Subsidiary that property restrictions based on public law e. Folglich sind alle relevanten Handlungen und Transaktionen vom S an als solche der T zu betrachten und werden entsprechend den im G generierten Gewinnen und Verlusten ab dem S in der Gewinn- und Verlustrechnung der T verbucht.
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Jahrhundert -net-, DE UniAktienAnleihen, LU UniAsia I, LU UniAsia, LU UniBalancePlus, DE UniCommodities, LU UniConvertibles A, LU UniDeutschland, DE UniDollarBond, LU UniDoubleChance, LU UniEuroAktien, DE UniEuroAnleihen, LU UniEuroBond, DE UniEuroFlex, LU UniEuroKapital -net-, LU UniEuroKapital , LU UniEuroKapital, LU UniEuropa -net-, DE UniEuropa A, LU UniEuropaRenta -net-, DE UniEuroRenta, DE UniFavorit -net- A, LU UniFavorit A, LU UniFavorit: Aktien -net-, DE UniFavorit: Aktien, DE UniFonds -net-, DE UniFonds, DE UniGarant Nordamerika , LU UniGarant: 3 Chancen , LU UniGarant: Commodities , LU UniGarant: Deutschland , LU UniGarant: Dividendenstars , LU UniGarant: Europa , LU UniGarant: Nordamerika , LU UniGarant: Rohstoffe , LU UniGarantPlus: Best of Assets verschmilzt am UniGarantPlus: Best of World wird am UniGarantPlus: Klimawandel wird am 6.

UniGarantPlus: Klimawandel wird am UniGlobal -net-, DE UniGlobal, DE UniImmo: Deutschland, DE UniImmo: Europa, DE UniImmo: Global, DE UniInterKapital -net-, DE UniJapan, DE UniKapital -net-, DE UniKapital, DE UniKlassikMix, DE UniNordamerika, DE Union Dachfonds Balance, DE Union Dachfonds Chance, DE Union Dachfonds Wachstum, DE UnionGeldmarktFonds, DE Aktiv werden!

Fonds Unternehmen Hintergrund Methodik. Disclaimer und Informationen zur Methodik. Zudem regeln auf nationaler Ebene Gesetze den Schutz der Umwelt. Ob Bestechung, Vorteilsnahme, Unterschlagung oder Klientelismus — Korruption findet sich nicht nur in Politik und Wirtschaft, sondern zieht sich durch alle gesellschaftlichen Bereiche.

Staatliche oder private Akteure nutzen dabei die Macht ihrer Position, um sich oder anderen einen privaten Vorteil zu verschaffen. Die Kosten anderer Formen von Korruption, z. Entsprechende Details finden Sie bei den Unternehmensprofilen.