FINAL TERMS The Final Terms dated 17 August 2009 UBS AG, acting through its Jersey Branch Issue of up to EUR 10,000,000 Non Interest Bearing Capital Protected Notes linked to the DJ Eurostoxx 50 Index due August 2015 under the Euro Note Programme PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 20 April 2009 and the Supplemental Prospectus dated 08 May 2009 and 28 May 2009 which together constitute a Base Prospectus for the purpose of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive ). This document constitutes the Final Terms of the Notes described herein for the purpose of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and the supplemental Base Prospectus is available for viewing at website of the Irish Competent Authority (www.financialregulator.ie) and copies may be obtained from the offices of the Paying Agents, The Bank of New York Mellon, One Canada Square, London E14 5AL, The Bank of New York (Luxembourg) S.A., Aerogolf Centre, 1A, Hoehenof, L-1736 Senningerberg and BNY Financial Services Public Limited Company, 4th Floor, Hanover Building, Windmill Lane, Dublin 2, Ireland. Any Notes purchased by any person for resale may not be offered in any jurisdiction in circumstances that would result in the Issuer being obliged to register any further prospectus or corresponding document relating to the Notes in that jurisdiction. WARNING - The contents of this document have not been reviewed by any regulatory authority in Hong Kong. Investors are advised to exercise caution in relation to the offer. If an investor is in any doubt about any of the contents of this document, the investor should obtain independent professional advice. 1. Issuer: UBS AG, acting through it Jersey branch 2. (i) Series Number: 7860 (ii) Tranche Number: 1 3. Currency or Currencies: Euro ( EUR ) 4. Aggregate Nominal Amount: Up to EUR 10,000,000 The final Aggregate Nominal Amount will be published following the Offer Period and prior to the Issue Date. 5. Issue Price: 100 per cent. of the Aggregate Nominal Amount 6. Specified Denominations: Bearer Notes:
EUR 1,000 7. Issue Date 17 August 2009 8. Maturity Date: 24 August 2015, or if such day is not a Business Day, then the Maturity Date shall be the next following day that is a Business Day 9. Interest Basis: Non Interest Bearing 10. Redemption/Payment Basis: Index Linked Redemption (further particulars specified in the Annex hereto) 11. Change of Interest or Redemption Payment Basis: 12. Put/Call Options: 13. Status of the Notes: Senior, Unsubordinated 14. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions: 16. Floating Rate Note Provisions: 17. Zero Coupon Note Provisions: 19. Dual Currency note Provisions: PROVISIONS RELATING TO REDEMPTION 20. Redemption Amount: As detailed in the Annex hereto 21. Tax Redemption Amount: If the Note is redeemed as a result of the Issuer being required to pay Additional Amounts, then the Tax Redemption Amount is the fair market value of the Note on the fifth day before the date for early redemption, less the cost of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its absolute discretion. The notice provisions of of the Base Prospectus apply to this Note 22. Optional Redemption (Call) 23. Optional Redemption (Put) 24. Optional Redemption Amount: 25. Optional Redemption Date: 26. Minimum/Higher Redemption Amount: 27. Other Redemption details: As detailed in the Annex hereto under the section headed Secondary Market. 28. Final Redemption Amount of each Note In cases where the Final Redemption Amount is Index-Linked or other variable-linked: (i) Index/Formula/variable: As detailed in the Annex hereto As detailed in the Annex hereto
(ii) Calculation Agent responsible for calculating the Final Redemption Amount: (iii) Provisions for determining Final Redemption Amount where calculated by reference to Index and/or Formula and/or other variable: (iv) Determination Date(s): (v) Provisions for determining Final Redemption Amount where calculation by reference to Index and/or Formula and/or other variable is impossible or impracticable or otherwise disrupted: (vi) Payment Date: (vii) Minimum Final Redemption Amount: (viii) Maximum Final Redemption Amount: UBS AG, London Branch acting in its capacity as the Calculation Agent under the Calculation Agency Agreement, which term shall include any successor hereto or any agent acting on behalf thereof, as the case may be. The Calculation Agent will act solely as agent of the Issuer and will not assume any obligations or relationships of agency or trust to or with the Instrument holders. All determinations made by the Calculation Agent, shall be provided to the Paying Agent, the Fiscal Agent and the Dealer as soon as practicable. As detailed in the Annex hereto As detailed in the Annex hereto As detailed in the Annex hereto The Maturity Date EUR 1,000 per Note of EUR 1,000 Specified Denomination EUR 1,600 per Note of EUR 1,000 Specified Denomination. 29. Early Redemption Amount Early Redemption Amount(s) of each Note payable on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): As set out in the Conditions GENERAL PROVISIONS APPLICABLE TO THE NOTES 30. Form of Notes: Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for definitive Notes in the limited circumstances specified in the Permanent Global Note 31. New Global Note: No 32. Business Days (for payments): London, TARGET and New York 33. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 34. Details relating to Partly Paid Notes: amount of each payment comprising the Issue No
Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 35. Redenomination applicable: No 36. Exchangeability applicable: No 37. Other final terms or special conditions: As detailed in the Annex hereto DISTRIBUTION 38. (i) If syndicated, names and addresses of Managers and underwriting commitments: (ii) Date of Subscription Agreement: (iii) Stabilising Manager (if any): 39. If non-syndicated, name and address of Dealer: UBS Limited, 100 Liverpool Street, London EC2M 2RH 40. Total commission and concession: The Issuer shall pay to Deutsche Bank Belgium SA/NV as Distributor, a commission on average between 0% and 2.5% of the Issue Price, representing the discount granted by the Issuer to the Distributor on the Issue Price. Such range is due to the potential changes in the market condtions during the Offer Period. Further information on this remuneration may be obtained form the Distributor. 41. U.S. Selling Restrictions: TEFRA D 42. Non-exempt Offer: An offer of the Notes may be made by the Distributor other than pursuant to Article 3(2) of the Prospectus Directive in Belgium ( Public Offer Jurisdictions ) during the period from and including 29 June 2009 until and including 11 August 2009 ( Offer Period ). See further Paragraph 10 of Part B below. 43. Additional selling restrictions:
LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprises the final terms required for the Notes described herein to be listed on the Official List and admitted to trading on the Irish Stock Exchange s regulated market pursuant to the Euro Medium Term Note Programme of UBS AG. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: By:......................... By:......................... Duly authorised Duly authorised
1. LISTING (i) Listing: (ii) Admission to trading: PART B OTHER INFORMATION Ireland Application has been made for the Notes to be admitted to trading on the Irish Stock Exchange s regulated market with effect from 24 August 2015 2. RATINGS Issuer Ratings: Capital protected Notes issued generally under the Euro Note Program would, at or about the beginning of the Offer Period for these Notes, be expected to have the folllwing ratings: Moody s: Aa2 Standard & Poor s: A+ Fitch Ratings: A+ 3. NOTIFICATION The IFSRA has provided the Commission Bancaire, Financière et des Assurances with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive. 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER Save as discussed in Subscription and Sale, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer See Use of Proceeds section of Base Prospectus (ii) Estimated net proceeds: Up to EUR 10,000,000 (iii) Estimated total expenses:. 6. PERFORMANCE OF INDEX/FORMULA/other variable, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS and other information concerning the underlying Information regarding the Dow Jones EURO STOXX 50 Index SM, including historical closing levels, can be found on the STOXX website at: http://www.stoxx.com/index.html Index Disclaimers Dow Jones EURO STOXX 50 Index SM : "Dow Jones" and "Dow Jones EUROSTOXX 50 IndexSM" are service marks of Dow Jones & Company, Inc. and have been licensed for use for certain purposes by the Issuer. Dow Jones & Company, Inc. has no relationship to the Issuer, other than the licensing of the Dow
Jones EURO STOXX 50 Index and its service marks in connection with the Products. The Products based on the Dow Jones EUROSTOXX 50 Index are not sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes no representation regarding the advisability of investing in such Products. STOXX and Dow Jones have no relationship to UBS, other than the licensing of the Dow Jones EUROSTOXX 50 Index and the related trademarks for use in connection with the Products. STOXX and Dow Jones do not: Sponsor, endorse, sell or promote the Products. Recommend that any person invest in the Products or any other securities. Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Products. Have any responsibility or liability for the administration, management or marketing of the Products. Consider the needs of the Products or the owners of the Products in determining, composing or calculating the Dow Jones STOXX 50 index or have any obligation to do so. STOXX and Dow Jones will not have any liability in connection with the Products. Specifically, STOXX and Dow Jones do not make any warranty, express or implied and disclaim any and all warranty about: The results to be obtained by the Products, the owner of the Products or any other person in connection with the use of the Dow Jones EUROSTOXX 50 Index and the data included in the Dow Jones EUROSTOXX 50 Index. The accuracy or completeness of the Dow Jones EUROSTOXX 50 Index and its data; The merchantability and the fitness for a particular purpose or use of the Dow Jones EUROSTOXX 50 Index and its data STOXX and Dow Jones will have no liability for any errors, omissions or interruptions in the Dow Jones EUROSTOXX 50 Index or its data. Under no circumstances will STOXX or Dow Jones be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or Dow Jones knows that they might occur. The licensing agreement between UBS and STOXX is solely for their benefit and not for the benefit of the owners of the Products or any other third parties. The Issuer does not intend to provide post-issuance information. 7. OPERATIONAL INFORMATION ISIN Code: XS0434762976 Common Code: 043476297 New Global Note intended to be held in a manner which would allow Eurosystem eligibility: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme and the relevant identification number(s): Delivery: Names and addresses of additional Paying Agent(s) (if any): Delivery against payment 8. TERMS AND CONDITIONS OF THE OFFER Offer Price: 100 per cent. of the Aggregate Nominal Amount. (2 (two) per cent of the Aggregate Nominal Amount of the Notes will be payable by
Conditions to which the offer is subject: Description of the application process: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the minimum and/or maximum amount of application: Details of the method and time limits for paying up and delivering the Notes: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised: Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: investors.) The Notes will be publicly offered through the Distributor to individual investors. A prospective Noteholder will subscribe for the Notes in accordance with the arrangements existing between the Distributor and its customers relating to the subscription of securities generally. If an investor in any other jurisdiction than Belgium wishes to purchase the Notes, such investor should (a) be aware that sales in the relevant jurisdiction may not be permitted; and (b) contact its financial advisor, bank or financial intermediary for further information. A Prospective Noteholder should contact the Distributor for further information. For the avoidance of doubt no dealings in the Notes may take place prior to the Issue Date. The Notes will be sold on a delivery versus payment basis on the Issue Date. The Issuer will publish notice of the final Aggregate Nominal Amount and the results of the offer in accordance with the Prospectus Directive and by the Issue Date file such notice with the Irish Stock Exchange and report the final Aggregate Nominal Amount and results of the offer to the Commission Bancaire, Financiare et des Assurance (the Belgium Competant Authority). The Notes will be publicly offered through the Distributor to individual investors. Any investor not located in Belgium should contact its financial advisor for more information, and may only purchase the Notes from its financial advisor, bank or financial intermediary. A Prospective Noteholder should contact the Distributor for further information. 9. ADDITIONAL RISK FACTORS
Prospective investors of Notes should carefully consider the following information in conjunction with other information contained in the Base Prospectus before purchasing the Notes. The attention of investors is drawn to pages 13 to 14 of the Base Prospectus headed Risk Factors (incorporated by reference herein). These Final Terms however cannot disclose all of the risks and other significant aspects of the Notes and investment decisions should not be made solely on the basis of these risk factors since the information contained herein cannot serve as a substitute for independent individual advice which is tailored to the requirements, investment objectives, experience, knowledge and circumstances of a prospective investor. Each prospective investor of Notes should consider carefully whether the Notes are suitable for it in the light of its circumstances and financial position and in view of the complexity and risks inherent in the Notes. prospective investors of Notes should be experienced with respect to derivatives, particularly options and options transactions. Furthermore, prospective investors of Notes should understand the risks of transactions involving the Notes and should reach an investment decision only after careful consideration of the suitability of the Notes in light of their particular financial circumstances and after consultation with their own legal, tax, accountancy and other professional advisers. No person should deal in the Notes unless that person understands fully the nature of the relevant transaction. Such transaction is suitable only for, and should be made only by, an investor who has no need for liquidity and understands and can afford the financial and other risks of this transaction. Terms not defined herein have the same meaning as set out in the Annex to this Note. Factors affecting the Index and the redemption amount under the Notes Prospective investors of Notes should be familiar with investments in the global capital market and with derivatives and the assets underlying the Index (each a Component Asset ) and the Index generally. The value of the Notes can be volatile. Changes in the level of the Index may result in sudden and large fluctuations in the value of the Notes. The level of the Index may vary over time and may increase or decrease by reference to a variety of factors, which may include, but are not limited to, corporate actions and macro economic factors. The level of the Index is based on the value of the assets comprised in that Index although prospective investors should note that the level of an Index at any time will not include the reinvestment of the yield on the assets comprised in that Index. Prospective investors should understand that global economic, financial and political developments, among other things, may have a material effect on the value of the assets comprising an Index and/or the performance of an Index. Prospective investors should also note that dividends paid to holders of the assets comprised in an Index will not be paid to the Issuer or to the Noteholders. The return on the Notes will thus not reflect any dividends which would be paid to investors that have made a direct investment in the assets comprised in an Index. Consequently, the return on the Notes may be less than the return from a direct investment in the assets comprised in the Index. Prospective purchasers of Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances, financial condition and taxation. Issue Price The Issue Price in respect of the Notes may not be an accurate reflection of the market value of such Notes as at the Issue Date. The price at which the Notes may be sold in secondary
market transactions may be lower or higher than the Issue Price. In particular, the Issue Price in respect of the Notes may take into account, among other things, any distribution fee payable to, or any discount with which the Notes are made available to, any appointed distributor of the Notes with respect to the offer and sale of the Notes. Investing in the Notes is not the same as investing in a Component Asset Prospective investors should be aware that the market value of the Notes may not have a direct relationship with the prevailing level or price of the Component Assets, in that changes in the prevailing level or price of the Component Assets will not necessarily result in a comparable change in the market value of the Notes. Secondary market and liquidity for the Notes There can be no assurance as to how any Notes will trade in the secondary market, whether there will be a secondary market or, if a secondary market exists, whether such market will be sustainable or liquid or illiquid. No assurance can be given that the Notes will in fact be traded or, if the Notes are so traded, that such trading will be maintained and whether there will be a secondary market for any Notes so traded. If the Notes are not traded on any stock exchange, pricing information for such Notes may be more difficult to obtain, and the liquidity and market prices of such Notes may be adversely affected. The liquidity of the Notes may also be affected by restrictions, if any, on offers and sales of the Notes in some jurisdictions. In any case, due to the relative complexity and lower liquidity of the Notes if compared to more conventional financial instruments such as shares, comparatively larger spreads between bid and ask quotes should be expected. The Notes may be redeemed prior to maturity Prospective investors should be aware that if the Index is not calculated and announced by the relevant Sponsor, then if the Calculation Agent determines that such Index is not calculated and announced by a successor sponsor or replaced by a successor index, the Notes shall terminate and the Issuer shall pay the fair market value of the Notes at the date of termination, less any costs to the Issuer of adjusting any positions hedging the Note. Payment that Noteholders receive on termination of the Notes may be less than the principal amount that they have invested in the Notes Potential conflicts of interest The Issuer, the Dealer, the Calculation Agent and/or their respective subsidiaries may, from time to time, engage in purchase, sale or other transactions involving the Component Assets or related derivatives for their proprietary accounts and/or for accounts under their management and/or for clients. Such transactions may have a positive or negative effect on the Index and consequently on the value of the Notes. In addition, the Issuer, the Dealer, the Calculation Agent and/or their respective subsidiaries may, from time to time, act in other capacities with regard to the Notes (such as in an agency capacity and/or as the calculation agent) and may issue or participate in the issue of other competing financial instruments in respect of the Component Assets or similar securities or assets in similar sectors or markets and the introduction of such competing financial instruments may affect the value of the Notes. Such activities could present certain conflicts of interest with the interest of Noteholders and may affect the value of the Notes. The Issuer, the Dealer, the Calculation Agent and/or their respective subsidiaries owe no duty or responsibility to any Noteholder (or any other party) to avoid such conflicts.
In connection with the offering of the Notes, the Issuer, the Dealer, the Calculation Agent and/or their respective subsidiaries may enter into one or more hedging transactions with respect to any of the Component Assets or related derivatives. In connection with such hedging or with respect to proprietary or other trading activities by the Issuer, the Guarantor, the Dealer, the Calculation Agent and/or their respective subsidiaries, the Issuer, the Dealer, the Calculation Agent and/or their respective subsidiaries may enter into transactions in any of the Component Assets of the Index or related derivatives which may affect the market price, liquidity or value of the Notes and which could be deemed to be adverse to the interests of the relevant Noteholders. The Issuer, the Dealer, the Calculation Agent and/or their respective subsidiaries may act as market maker in respect of the Notes, trading in their own name and for their own account as well as conducting hedging transactions and may hold call and/or put options in relation to the Notes. This could influence the market price, liquidity or value of the Notes and could be deemed to be adverse to the interest of the Noteholders. The Issuer, the Dealer, the Calculation Agent and/or their respective subsidiaries owe no duty or responsibility to any Noteholder (or any other party) to avoid such conflicts. Determinations by the Calculation Agent The Calculation Agent has certain discretions to determine whether certain events as further set out in the Annex to these Final Terms have occurred. Prospective investors should be aware that any determination made by the Calculation Agent may have an adverse effect on the value of the Notes. For example, the Calculation Agent may determine that a Market Disruption Event has occurred or exists at a relevant time which may affect the determination of the level or price of a Component Asset on a relevant Exchange Business Day and/or may delay settlement in respect of the Notes. Any such discretion exercised by, or any calculation made by, the Calculation Agent (in the absence of manifest error) shall be binding. Adjustments The Calculation Agent may adjust the terms of the Notes in the case of a Market Disruption Event, where an adjustment to an Index is required and/or such other similar adjustment or extraordinary event pursuant to terms as set out in the Annex to these Final Terms. Any such adjustment may have an adverse impact on the value of the Notes. Any such discretion exercised by, or any calculation made by the Calculation Agent (in the absence of manifest error) shall be binding. Maximum Redemption Amount The Notes are subject to a maximum Redemption Amount (or Global Cap) of Specified Denomination multiplied by 160%.
ANNEX to the Final Terms 1. Definitions Calculation and Agency Agreement means the calculation agency agreement entered into between the Issuer, the Calculation Agent and any other party named therein. Distributor means Deutsche Bank Belgium S.A./N.V., in its capacity as distributor of the Note. Exchange(s) means, in respect of the Index such exchanges on which securities comprising that Index are traded as determined by the relevant Sponsor from time to time. "Exchange Business Day" means any day that is (or, but for the occurrence of a Market Disruption Event, would have been), a trading day on all the Exchanges and the Related Exchanges. Final Averaging Date means 17 August 2015 (this being Averaging Date 13), or if such day is not an Exchange Business Day then the Final Averaging Date shall be the next following day that is an Exchange Business Day. Global Cap means the maximum return that can be achieved in respect of each Specified Denomination. The maximum Redemption Amount that can be achieved in respect of a Specified Denomination is 160% of such Specified Denomination (as is reflected in the formulas below). Index means the Dow Jones EURO STOXX 50 Index (Bloomberg: SX5E / Reuters: Stoxx50E). Index Close(n) means the closing level of the Index on the relevant Observation Date. "Market Disruption Event" means in relation to the Index, the occurrence or existence on any Exchange Business Day of any suspension of or limitation imposed upon trading (by reason of movements in price exceeding limits permitted by the relevant Exchange or otherwise) on (i) the Exchange(s) in securities that comprise the Index or (ii) any Related Exchange in futures contracts on the Index, if such suspension or limitation is, in the determination of the Calculation Agent, material. Participation or Gearing means 150.00 per cent. (as is reflected in the formulas below). "Related Exchange" means each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Index. Sponsor(s) means in respect of the DJ EUROSTOXX Index, Stoxx Limited (or any successor sponsor). Strike Date means 17 August 2009, or if such day is not an Exchange Business Day then the Strike Date shall be the next following day that is an Exchange Business Day.
SD means Specified Denominations. 2. Redemption Amount Each Note will redeem on the Maturity Date, in respect of each Specified Denomination, in EUR at the Redemption Amount determined by the Calculation Agent acting in good faith and in its sole discretion, in accordance with the following provisions and relevant following formula as defined below: A. If on any Lock-In Observation Date(n), with n = 1,2,3,4 or 5 the performance of the Index is above 30% calculated as follows : Index Close(n) / Index Initial - 1 30% (such event being a Lock-in Event ) then the Redemption Amount, in respect of each Specified Denomination shall be calculated as follows: Index final Index SD + SD * Max 30%; min( 60%;150% * Index initial initial B. Otherwise, where no Lock-in Event has occurred, the Redemption Amount, in respect of each Specified Denomination shall be calculated as follows: Index final Indexinitial SD + SD * Max 0%;min(60%;150% * ) Indexinitial Where; Index initial means the closing level of the Index on the Strike Date. Index final means the arithmetic average of the Index closing levels on the following Averaging Dates Month 1: 18 August 2014 Month 2: 17 September 2014 Month 3: 17 October 2014 Month 4: 17 November 2014 Month 5: 17 December 2014 Month 6: 19 January 2015 Month 7: 17 February 2015 Month 8: 17 March 2015 Month 9: 17 April 2015 Month 10: 18 May 2015 Month 11: 17 June 2015 Month 12: 17 July 2015 Month 13: 17 August 2015
Lock-In Observation Dates(n): Year 1: August 17, 2010 Year 2: August 17, 2011 Year 3: August 17, 2012 Year 4: August 19, 2013 Year 5: August 18, 2014 If any Averaging Date or Lock-In Observation Date is not an Exchange Business Day then such Averaging Date or Lock-In Observation Date shall be the next following day that is an Exchange Business Day. 3. Postponement and Adjustment 3.1. Market Disruption If there is a Market Disruption Event in relation to the Index on the day that is scheduled to be an Averaging Date or Lock-In Observation Date, then that date shall be deemed to be the next following day that is an Exchange Business Day on which there is no Market Disruption Event in respect of the Index, unless there is a Market Disruption Event on each of the five Exchange Business Days following the original day that, but for the occurrence of the Market Disruption Event, would have been the Averaging Date or Lock-In Observation Date, in which case the Calculation Agent shall determine the level of the relevant Index in its sole discretion. 3.2. Adjustment If the Index is not calculated and announced by the relevant Sponsor, then if the Calculation Agent determines that such Index is: (i) calculated and announced by a successor sponsor, the index as published by the successor sponsor is deemed to be the Index; (ii) replaced by a successor index which is substantially similar to the Index, the successor index is deemed to be the Index, after adjustment by the Calculation Agent to reflect any costs to the Issuer of adjusting any positions hedging this note; or (iii) not calculated and announced by a successor sponsor under (i) above or replaced by a successor index under (ii) above, the Notes shall be terminated within five (5) Exchange Business Days and the Issuer shall pay the fair market value of the Note at the date of termination, less any costs to the Issuer of adjusting any positions hedging the Notes, all as determined by the Calculation Agent in its absolute discretion. If the Sponsor of an Index makes a material change in the formula for or method of calculating the Index or in any other way materially modifies the Index (other than a modification prescribed in that formula or method to maintain the Index following changes in constituent stock and capitalisation and other routine events), the Index as modified is deemed to be the Index, after adjustment by the Calculation Agent to reflect any costs to the Issuer of adjusting any positions hedging the Notes.
3.3. Calculations binding The calculations and determinations of the Calculation Agent shall (save in the case of manifest error) be final and binding upon all parties but all determinations made by the Calculation Agent hereunder shall be made in good faith. The Calculation Agent shall have no responsibility for good faith errors or omissions in any calculations or determinations it makes under or pursuant to these Conditions. Noteholders shall not be entitled to make any claim against the Calculation Agent where the Index, relevant alternative Index or any third party shall have made any error, omission or other incorrect statement. 4. Secondary Market Subject to market conditions, it is the current practice (but not the legal obligation) of the Issuer to quote on request an indicative bid and offer price that it might pay or charge for Notes. The Issuer is under no obligation to hold a price for any length of time unless this is agreed at the time of giving the price. Warning: Noteholders that elect to redeem the Notes prior to the Final Observation Date may not receive 100.00 per cent. of the Specified Denomination per Note.