Basket Asset	Bloomberg Ticker	Basket Weighting	Initial Asset Level(1)
AST SpaceMobile, Inc.	ASTS	1/15	$59.98
AeroVironment, Inc.	AVAV	1/15	$155.94
The Boeing Company	BA	1/15	$199.93
EchoStar Corporation	ECHO	1/15	$92.72
Kratos Defense & Security Solutions, Inc.	KTOS	1/15	$46.16
Leidos Holdings, Inc.	LDOS	1/15	$124.69
L3Harris Technologies, Inc.	LHX	1/15	$239.21
Lockheed Martin Corporation	LMT	1/15	$524.68
Northrop Grumman Corporation	NOC	1/15	$514.42
Rocket Lab Corporation	RKLB	1/15	$70.31
RTX Corporation	RTX	1/15	$192.19
Space Exploration Technologies Corp.	SPCX	1/15	$148.36
TransDigm Group Incorporated	TDG	1/15	$1,105.28
Trimble Inc.	TRMB	1/15	$59.32
Viasat, Inc.	VSAT	1/15	$73.68

(1)

With respect to each basket asset, the closing level for such basket asset on the trade date, as determined by the calculation agent and subject to adjustment as described under “Additional Terms of the Securities” herein.

Trade Date		The initial asset level of each basket asset is observed and the initial basket level and the final terms of the Securities are set.
Maturity Date		The closing asset level for each basket asset is observed on the final valuation date and each basket asset return and the basket return are calculated. If the basket return is positive, TD will pay you a cash payment per Security equal to: $10 × (1 + the lesser of (a) Basket Return × Upside Gearing and (b) Maximum Gain) In this scenario, your potential return on the Securities is limited to the maximum gain and your payment at maturity will in no event exceed the maximum payment at maturity per Security. If the basket return is zero or negative and the final basket level is equal to or greater than the downside threshold, TD will pay you a cash payment per Security equal to: $10 If the basket return is negative and the final basket level is less than the downside threshold, TD will pay you a cash payment per Security that is less than the principal amount, if anything, equal to: $10 × (1 + Basket Return) In this scenario, you will suffer a percentage loss on your initial investment equal to the basket return and, in extreme situations, you could lose all of your initial investment.

♦

Risk of loss at maturity — The Securities differ from ordinary debt securities in that TD will not necessarily repay the principal amount of the Securities at maturity. If the basket return is negative and the final basket level is less than the downside threshold, you will lose a percentage of your principal amount equal to the basket return and, in extreme situations, you could lose all of your initial investment.

♦

The contingent repayment of principal applies only if you hold your Securities to maturity — You should be willing to hold your Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary market, you may have to sell them at a loss relative to your initial investment even if the level of the underlying basket at such time is equal to or greater than the downside threshold.

♦

The upside gearing applies only at maturity — You should be willing to hold your Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary market, the price you receive will likely not reflect the full economic value of the upside gearing, subject to the maximum gain, and the percentage return you realize may be less than the then-current basket return multiplied by the upside gearing, even if such return is positive and does not exceed the maximum gain. You can receive the full benefit of the upside gearing, subject to the maximum gain, only if you hold your Securities to maturity.

♦

Your potential return on the Securities is limited to the maximum gain — The return potential of the Securities is limited to the maximum gain. Therefore, you will not benefit from any positive basket return in excess of an amount that, when multiplied by the upside gearing, exceeds the maximum gain and your return on the Securities may be less than it would be in a hypothetical direct investment in the underlying basket.

♦	No interest payments — TD will not pay any interest with respect to the Securities.

♦

Greater expected volatility generally indicates an increased risk of loss at maturity — “Volatility” refers to the frequency and magnitude of changes in the level of the basket assets and, therefore, the underlying basket. The greater the expected volatility of the underlying basket as of the time the terms of the Securities are determined, the greater the expectation is as of that date that the final basket level could be less than the downside threshold and, as a consequence, indicates an increased risk of loss. All things being equal, this greater expected volatility will generally be reflected in a higher upside gearing and/or lower downside threshold than those terms on otherwise comparable securities. Therefore, a relatively higher upside gearing and/or lower downside threshold may indicate an increased risk of loss. However, the underlying basket’s volatility can change significantly over the term of the Securities, and a relatively lower downside threshold may not necessarily indicate that the Securities have a greater likelihood of a return of principal at maturity. You should be willing to accept the downside market risk of the underlying basket and the potential to lose a significant portion or all of your initial investment.

♦

Owning the Securities is not the same as owning the basket assets — The return on your Securities may not reflect the return you would realize if you actually owned the basket assets. For instance, you will not benefit from any positive basket return in excess of an amount that, when multiplied by the upside gearing, exceeds the maximum gain. Furthermore, as an owner of the Securities, you will not receive or be entitled to receive any dividend payments or other distributions on the basket assets during the term of the Securities, and any such dividends or distributions will not be factored into the calculation of the payment at maturity on your Securities. Similarly, you will not have voting rights or any other rights of a holder of the basket assets.

♦

Market risk — The return on the Securities, which may be negative, is directly linked to the performance of the underlying basket (and, therefore, the weighted performance of the basket assets) and will depend on whether, and the extent to which, the basket return is positive or negative. The level of the basket assets (and, therefore, the level of the underlying basket) can rise or fall sharply due to factors specific to that basket asset and the issuers of the basket assets (each a “basket asset issuer”, together the “basket asset issuers”), such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general market volatility and levels, interest rates and economic, political and other conditions. You, as an investor in the Securities, should conduct your own investigation into the basket asset issuers and the basket assets for your Securities. For additional information regarding the basket asset issuers, please see “Information About the Basket and the Basket Assets” in this document and the basket asset issuers’ SEC filings referred to in that section. We urge you to review financial and other information filed periodically by the applicable basket asset issuer with the SEC.

♦

There can be no assurance that the investment view implicit in the Securities will be successful — It is impossible to predict whether and the extent to which the levels of the underlying basket will rise or fall. There can be no assurance that the basket closing level will be greater than the initial basket level. The performance of the underlying basket will be influenced by complex and interrelated political, economic, financial and other factors that affect the basket assets issuers. You should be willing to accept the downside risks of owning equities in general and the basket assets in particular, and the risk of losing a significant portion or all of your initial investment in the Securities.

♦

Correlation (or lack of correlation) among the basket assets may adversely affect your return on the Securities — “Correlation” is a measure of the degree to which the returns of a pair of assets are similar to each other over a given period in terms of timing and direction. Movements in the levels of the basket assets may not correlate with each other. At a time when the level of a basket asset increases, the level of another basket asset may not increase as much, or may even decline. Therefore, in calculating the underlying basket’s performance, an increase in the level of one basket asset may be moderated, wholly offset or reversed by a lesser increase, or by a decline, in the level of another basket asset. Further, high correlation of movements in the levels of the basket assets could adversely affect your return on the Securities during periods of negative performance of the basket assets. Changes in the correlation of the basket assets may adversely affect the market value of, and return on, your Securities.

♦

There is no affiliation between any basket asset issuer and us or the agents — TD, the agents and our or their respective affiliates are not affiliated with any basket asset issuer and may currently, or from time to time in the future engage in business with one or more basket asset issuer. However, TD, the agents and our or their respective affiliates are not affiliated with such issuer and are not responsible for such issuer’s public disclosure of information, whether contained in SEC filings or otherwise. You, as an investor in the Securities, should conduct your own investigation into each basket asset and basket asset issuer. No basket asset issuer is involved in the Securities offered hereby in any way or has any obligation to take your interests into consideration for any reason, including when taking any corporate actions that might affect the market value of, and return on, your Securities.

♦

Limited trading history — Certain of the basket assets only recently commenced trading on its current primary exchange and, therefore, has limited historical performance. Because such basket asset has a limited trading history, your investment linked to such basket asset may involve greater risks than an investment linked to the common stock of a company with a more established record of performance. For additional information about the basket assets see the section “Information About the Underlying Basket and the Basket Assets” herein. Past performance of a basket asset should not be considered indicative of future performance of such basket asset.

♦

The estimated value of your Securities is less than the issue price of your Securities — The estimated value of your Securities is less than the issue price of your Securities. The difference between the issue price of your Securities and the estimated value of the Securities reflects costs and expected profits associated with selling and structuring the Securities, as well as hedging our obligations under the Securities. Because hedging our obligations entails risks and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or a loss.

♦

The estimated value of your Securities is based on our internal funding rate — The estimated value of your Securities is determined by reference to our internal funding rate. The internal funding rate used in the determination of the estimated value of the Securities generally represents a discount from the credit spreads for our conventional, fixed-rate debt securities and the borrowing rate we would pay for our conventional, fixed-rate debt securities. This discount is based on, among other things, our view of the funding value of the Securities as well as the higher issuance, operational and ongoing liability management costs of the Securities in comparison to those costs for our conventional, fixed-rate debt, as well as estimated financing costs of any hedge positions, taking into account regulatory and internal requirements. If the interest rate implied by the credit spreads for our conventional, fixed-rate debt securities, or the borrowing rate we would pay for our conventional, fixed-rate debt securities were to be used, we would expect the economic terms of the Securities to be more favorable to you. Additionally, assuming all other economic terms are held constant, the use of an internal funding rate for the Securities is expected to increase the estimated value of the Securities at any time.

♦

The estimated value of the Securities is based on our internal pricing models, which may prove to be inaccurate and may be different from the pricing models of other financial institutions — The estimated value of your Securities is based on our internal pricing models when the terms of the Securities are set, which take into account a number of variables, such as our internal funding rate on the trade date, and are based on a number of subjective assumptions, which are not evaluated or verified on an independent basis and may or may not materialize. Further, our pricing models may be different from other financial institutions’ pricing models and the methodologies used by us to estimate the value of the Securities may not be consistent with those of other financial institutions that may be purchasers or sellers of Securities in the secondary market. As a result, the secondary market price of your Securities may be materially less than the estimated value of the Securities determined by reference to our internal pricing models. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.

♦

The estimated value of your Securities is not a prediction of the prices at which you may sell your Securities in the secondary market, if any, and such secondary market prices, if any, will likely be less than the issue price of your Securities and may be less than the estimated value of your Securities — The estimated value of the Securities is not a prediction of the prices at which TDS, other affiliates of ours or third parties may be willing to purchase the Securities from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price at which you may be able to sell your Securities in the secondary market at any time, if any, will be influenced by many factors that cannot be predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than the estimated value of the Securities. Further, as secondary market prices of your Securities take into account the levels at which our debt securities trade in the secondary market, and do not take into account our various costs and expected profits associated with selling and structuring the Securities, as well as hedging our obligations under the Securities, secondary market prices of your Securities will likely be less than the issue price of your Securities. As a result, the price at which TDS, other affiliates of ours or third parties may be willing to purchase the Securities from you in secondary market transactions, if any, will likely be less than the price you paid for your Securities, and any sale prior to the maturity date could result in a substantial loss to you.

♦

The temporary price at which TDS may initially buy the Securities in the secondary market may not be indicative of future prices of your Securities — Assuming that all relevant factors remain constant after the trade date, the price at which TDS may initially buy or sell the Securities in the secondary market (if TDS makes a market in the Securities, which it is not obligated to do) may exceed the estimated value of the Securities on the trade date, as well as the secondary market value of the Securities, for a temporary period after the settlement date of the Securities, as discussed further under “Additional Information Regarding the Estimated Value of the Securities” herein. The price at which TDS may initially buy or sell the Securities in the secondary market may not be indicative of future prices of your Securities.

♦

The underwriting discount, offering expenses and certain hedging costs are likely to adversely affect secondary market prices — Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the Securities will likely be less than the issue price. The issue price includes, and any price quoted to you is likely to exclude, any underwriting discount paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the Securities. In addition, any such price is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated with establishing or unwinding any related hedge transaction.

♦

There may not be an active trading market for the Securities — sales in the secondary market may result in significant losses — There may be little or no secondary market for the Securities. The Securities will not be listed or displayed on any securities exchange or electronic communications network. TDS or another of our affiliates intends to make a market for the Securities; however, they are not required to do so and may stop any market-making activities at any time. Even if a secondary market for the Securities develops, it may not provide significant liquidity or trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your Securities in any secondary market could be substantial.

♦

If the value of the basket assets changes, the market value of your Securities may not change in the same manner — Your Securities may trade quite differently from the performance of the basket assets. Changes in the value of the basket asset may not result in a comparable change in the market value of your Securities. Even if the closing asset level of each basket asset increases to greater than the initial asset level during the term of the Securities, the market value of your Securities may not increase by the same amount and could decline.

♦

Economic and market factors affecting the terms and market price of Securities prior to maturity — Because structured notes, including the Securities, can be thought of as having a debt component and a derivative component, factors that influence the values of debt instruments and options and other derivatives will also affect the terms and features of the Securities at issuance and the market price of the Securities prior to maturity. These factors include the levels of the basket assets; the volatility of the basket assets; any expected dividends on the basket assets; the correlation among the basket assets; the time remaining to the maturity of the Securities; interest rates in the markets; geopolitical conditions and economic, financial, political, force majeure and regulatory or judicial events; the creditworthiness of TD; the then current bid-ask spread for the Securities and the factors discussed under “— Risks Relating to Hedging Activities and Conflicts of Interest — Potential conflicts of interest between you and the calculation agent” below. These and other factors are unpredictable and interrelated and may offset or magnify each other.

♦

Potential conflicts of interest between you and the calculation agent — The calculation agent will, among other things, determine the amount payable on the Securities. We will serve as the calculation agent and may appoint a different calculation agent after the settlement date without notice to you. The calculation agent will exercise its judgment when performing its functions and may have a conflict of interest if it needs to make certain decisions. For example, the calculation agent may have to determine whether a market disruption event affecting a basket asset has occurred, and make certain adjustments if certain events occur, which may, in turn, depend on the calculation agent’s judgment as to whether the event has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge positions. Because this determination by the calculation agent may affect the return on the Securities, the calculation agent may have a conflict of interest if it needs to make a determination of this kind. For additional information on the calculation agent’s role, see “General Terms of the Notes — Role of Calculation Agent” in the product supplement.

♦

Following certain events, the calculation agent can make adjustments to a basket asset and the terms of the Securities that may adversely affect the market value of, and return on, the Securities — For antidilution and certain other events affecting a basket asset, the calculation agent may make adjustments to its initial asset level, downside threshold and/or closing asset level, as applicable, and any other term of the Securities and, in some instances, may replace such basket asset. However, the calculation agent will not make an adjustment in response to every corporate event that could affect a basket asset. If an event occurs that does not require the calculation agent to make an adjustment, the market value of, and any payment on, the Securities may be materially and adversely affected. In addition, all determinations and calculations concerning any such adjustments will be made by the calculation agent. You should be aware that the calculation agent may make any such adjustment, determination or calculation in a manner that differs from that discussed herein that it believes are appropriate to offset to the extent practical any changes in your economic position as a holder of the Securities resulting solely from any such event to achieve an equitable result. Following certain events relating to a basket asset issuer, such as a reorganization event or a delisting or suspension of trading, the determination as to the amount you receive at maturity may be based on the equity security of a successor to such basket asset issuer in combination with any cash or any other assets distributed to holders of such basket asset, if applicable, or on the common stock issued by another company. The occurrence of any such event and the consequent adjustments may materially and adversely affect the value of, and return on, the Securities. For more information, see the sections “Additional Terms of the Securities — Antidilution Adjustments”, “— Reorganization Events” and “— Delisting of, Suspension of Trading in, or Change in Law Affecting, a Basket Asset” herein.

♦

Trading and business activities by TD, the agents or our or their respective affiliates may adversely affect the market value of, and any amounts payable on, the Securities — We, the agents and/or our or their respective affiliates may hedge our obligations under the Securities by purchasing securities, futures, options or other derivative instruments with returns linked or related to changes in the values of the basket assets, and we may adjust these hedges by, among other things, purchasing or selling at any time any of the foregoing assets. It is possible that we or one or more of our or their respective affiliates could receive substantial returns from these hedging activities while the market value of the Securities declines. We, the agents or one or more of our or their respective affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to changes in the basket assets.

♦

Credit risk of TD — Although the return on the Securities will be based on the performance of the basket assets, the payment of any amount due on the Securities is subject to TD’s credit risk. The Securities are TD’s senior unsecured debt obligations. Investors are dependent on TD’s ability to pay all amounts due on the Securities and, therefore, investors are subject to the credit risk of TD and to changes in the market’s view of TD’s creditworthiness. Any decrease in TD’s credit ratings or increase in the credit spreads charged by the market for taking TD’s credit risk is likely to adversely affect the market value of the Securities. If TD becomes unable to meet its financial obligations as they become due, investors may not receive any amount due under the terms of the Securities and could lose all of their initial investment.

♦

Uncertain tax treatment — The U.S. tax treatment of the Securities is uncertain. Please read carefully the sections entitled “What Are the Tax Consequences of the Securities?” herein and “Material U.S. Federal Income Tax Consequences” in the product supplement. You should consult your tax advisor as to the tax consequences of your investment in the Securities.

	Principal Amount:	$10
	Term:	Approximately 5 years
	Initial Basket Level:	100.00
	Downside Threshold:	75.00 (which is equal to 75.00% of the Initial Basket Level)
	Upside Gearing:	1.50
	Maximum Gain:	100.00%
	Range of Basket Return:	-100% to 80%

Underlying Basket		Payment and Return at Maturity
Final Basket Level	Basket Return	Payment at Maturity	Security Total Return at Maturity
180.00	80.000%	$20.00	100.00%
170.00	70.000%	$20.00	100.00%
166.67	66.667%	$20.00	100.00%
160.00	60.000%	$19.00	90.000%
150.00	50.000%	$17.50	75.000%
140.00	40.000%	$16.00	60.00%
130.00	30.000%	$14.50	45.00%
120.00	20.000%	$13.00	30.00%
110.00	10.000%	$11.50	15.00%
100.00	0.000%	$10.00	0.00%
90.00	-10.000%	$10.00	0.00%
80.00	-20.000%	$10.00	0.00%
75.00	-25.000%	$10.00	0.00%
70.00	-30.000%	$7.00	-30.00%
60.00	-40.000%	$6.00	-40.00%
50.00	-50.000%	$5.00	-50.00%
40.00	-60.000%	$4.00	-60.00%
30.00	-70.000%	$3.00	-70.00%
20.00	-80.000%	$2.00	-80.00%
10.00	-90.000%	$1.00	-90.00%
0.00	-100.000%	$0.00	-100.00%

➢

a suspension, absence or material limitation of trading in a basket asset in the primary market for such basket asset for more than two hours of trading or during the one hour before the close of trading in that market;

➢

a suspension, absence or material limitation of trading in options or futures contracts, if available, relating to a basket asset;

➢

in any other event, if the calculation agent determines that the event materially interferes with our ability, UBS’ ability or the ability of any of our respective affiliates to (1) maintain or unwind all or a material portion of a hedge with respect to the Securities that we, UBS or our respective affiliates have effected or may effect or (2) effect trading in any basket asset generally.

➢

a price change exceeding limits set by that market,

➢

an imbalance of orders relating to those contracts, or

➢

a disparity in bid and ask quotes relating to those contracts,

➢

a limitation on the hours or numbers of days of trading in a basket asset or options on that basket asset, as applicable, in the primary market for those instruments, but only if the limitation results from an announced change in the regular business hours of the relevant market; or

➢

a decision to permanently discontinue trading in the option or futures contracts relating to a basket asset.

➢

a subdivision, consolidation or reclassification of a basket asset or a free distribution or dividend of shares of a basket asset to existing holders of a basket asset by way of bonus, capitalization or similar issue;

➢

a distribution or dividend to existing holders of a basket asset of:

■

additional shares of a basket asset as described under “— Stock Dividends or Distributions” below,

■

other share capital or securities granting the right to payment of dividends and/or proceeds of liquidation of the respective basket asset issuer equally or proportionately with such payments to holders of a basket asset, as applicable, or

■

any other type of securities, rights or warrants in any case for payment (in cash or otherwise) at less than the prevailing market price as determined by the calculation agent;

➢

the declaration by the respective basket asset issuer of an extraordinary or special dividend or other distribution, whether in cash or additional shares of a basket asset, as applicable, or other assets;

➢

a repurchase by the respective basket asset issuer of its equity, whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise;

➢

a consolidation of the respective basket asset issuer with another company; and

➢

any other similar event that may have a diluting or concentrative effect on the theoretical value of a basket asset.

➢

stock dividends described under “— Stock Dividends or Distributions” above;

➢

issuances of transferable rights and warrants with respect to a basket asset as described under “— Transferable Rights and Warrants” below;

➢

if a basket asset is a common stock of a specific company, distributions that are spin-off events described under “— Reorganization Events”; and

➢

extraordinary cash dividends described below.

➢

for an extraordinary cash dividend that is paid in lieu of a regular quarterly dividend, the amount of the extraordinary cash dividend per share of basket asset minus the amount per share of basket asset of the immediately preceding dividend, if any, that was not an extraordinary dividend for a basket asset; or

➢

for an extraordinary cash dividend that is not paid in lieu of a regular quarterly dividend, the amount per share of the extraordinary cash dividend.

(a)

a basket asset is reclassified or changed, including, without limitation, as a result of the issuance of tracking stock by its basket asset issuer;

(b)

a basket asset issuer or any surviving entity or subsequent surviving entity of such issuer (a “successor entity”), has been subject to a merger, consolidation or other combination and either is not the surviving entity or is the surviving entity but the outstanding shares (other than shares owned or controlled by the other party to the transaction) immediately prior to the event collectively represent less than 50% of the outstanding shares immediately following that event;

(c)

any statutory share exchange involving outstanding shares of a basket asset issuer or any successor entity and the securities of another entity occurs, other than as part of an event described in clause (b) above;

(d)

a basket asset issuer or any successor entity sells or otherwise transfers its property and assets as an entirety or substantially as an entirety to another entity;

(e)

a basket asset issuer or any successor entity effects a spin-off, that is, issues equity securities of another issuer to all holders of a basket asset, other than as part of an event described in clauses (b), (c) or (d) above (a “spin-off event”);

(f)

a basket asset issuer or any successor entity is liquidated, dissolved or wound up or is subject to a proceeding under any applicable bankruptcy, insolvency or other similar law; or

(g)

a tender or exchange offer or going private transaction is commenced for all the outstanding shares of a basket asset issuer or any successor entity and is consummated for all or substantially all of such shares.

➢

“Successor basket asset(s)” which are equity security(ies) listed or approved for trading on a major U.S. exchange or market which satisfy clauses (i) and (ii) of the substitute selection criteria set forth below under “— Delisting of, Suspension of Trading in, or Change in Law Affecting, a Basket Asset”; and

➢

“Non-stock distribution property” which is cash and/or any other property, assets or securities including, without limitation, equity securities that do not meet the criteria for successor basket assets, equity securities that are not listed or admitted to trading on any major U.S. exchange or market or securities issued by a non-U.S. company that are quoted and traded in a non-U.S. currency.

➢

If a reorganization event with respect to a basket asset occurs and the relevant distribution property, after making any applicable election, consists solely of a successor basket asset(s), then the determination of its closing asset levels and/or final asset level, as applicable, will be made by the calculation agent based upon the amount and value of such successor basket asset(s) that a hypothetical holder of a basket asset prior to the reorganization event would have been entitled to or deemed to receive in, or as a result of, the reorganization event.

➢

If a reorganization event with respect to a basket asset occurs and the relevant distribution property, after making any applicable election, consists of (i) a successor basket asset(s) and (ii) non-stock distribution property, then, on the effective date of such reorganization event, the calculation agent will allocate the value of the non-stock distribution property to the successor basket asset(s). In this case, the number of shares of the successor basket asset(s) attributable to a basket asset as a result of a reorganization event will be increased by the value of the non-stock distribution property as of the effective date of the reorganization event divided by the closing asset level of the applicable successor basket asset(s) on the effective date of such reorganization event. Notwithstanding the foregoing if the value of the non-stock distribution property represents 10% or less of the value of the distribution property received by, resulting from or otherwise retained by a hypothetical holder of a basket asset as of the effective date of the reorganization event the calculation agent will not make the allocation in the previous sentence. In both cases, the determination of the closing asset levels and/or final asset level, as applicable, will be made by the calculation agent based upon the amount and value of the distribution property (reallocated to the successor basket asset(s) as described in this bullet and in the sentence following the third bullet, as applicable) that a hypothetical holder of a basket asset prior to the reorganization event would have been entitled to or deemed to receive in, or as a result of, the reorganization event.

➢

If a reorganization event occurs with respect to a basket asset and the relevant distribution property, after making any applicable election, consists solely of non-stock distribution property, then the determination of the closing asset levels and/or final asset level, as applicable, will be made by the calculation agent based upon the amount, type and value of the distribution property that a hypothetical holder of a basket asset prior to the reorganization event would have been entitled to or deemed to receive in, or as a result of, the reorganization event. Notwithstanding the foregoing, the calculation agent may (but is not required to) replace such basket asset with a substitute security (as defined under “— Delisting of, Suspension of Trading in, or Change in Law Affecting, a Basket Asset” below). If the calculation agent selects a substitute security, such substitute security will be deemed to be the relevant basket asset and the calculation agent will make adjustments in the manner described under “— Delisting of, Suspension of Trading in, or Change in Law Affecting, a Basket Asset” below and to the extent the substitute security is quoted and traded in a non-U.S. currency, the calculation agent will make currency conversions as described for non-U.S. securities below.

➢

the adoption of or any change in any applicable law, regulation or order (including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute),  or

➢

the promulgation of or any change, announcement or statement of the formal or informal interpretation by any court, tribunal, regulatory or executive authority with competent jurisdiction of any applicable law, regulation or order.