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(a) an amendment to or change (including any officially announced
proposed change) in the laws, regulations or rules of
the United States (or any political subdivision thereof), the European Union, Switzerland,
the United Kingdom or any
jurisdiction in which a Primary Exchange (as defined herein) is located that (i)
makes it illegal for UBS AG or its affiliates
to hold, acquire or dispose of the Index Constituent Securities included in
the Index or options, futures, swaps or other
derivatives on the Index or on the Index Constituent Securities included
in the Index (including but not limited to
exchange-imposed position limits), (ii) materially increases the
cost to us, our affiliates, third parties with whom we
transact or similarly situated third parties in performing our or their obligations
in connection with the Securities, (iii) has
a material adverse effect on any of these parties’ ability to perform
their obligations in connection with the Securities or
(iv) materially affects our ability to issue or transact in
exchange traded notes similar to the Securities, each as determined
by the Security Calculation Agent;
(b) any official administrative decision, judicial decision,
administrative action, regulatory interpretation or other official
pronouncement interpreting or applying those laws, regulations or rules
that is announced on or after March 24, 2023 that
(i) makes it illegal for UBS AG or its affiliates to hold, acquire or dispose
of the Index Constituent Securities included in
the Index or options, futures, swaps or other derivatives on the Index or on the Index
Constituent Securities (including but
not limited to exchange-imposed position limits), (ii) materially increases
the cost to us, our affiliates, third parties with
whom we transact or similarly situated third parties in performing our or their
obligations in connection with the
Securities, (iii) has a material adverse effect on the ability of us,
our affiliates, third parties with whom we transact or a
similarly situated third party to perform our or their obligations in connection
with the Securities or (iv) materially affects
our ability to issue or transact in exchange traded notes similar to the Securities,
each as determined by the Security
Calculation Agent;
(c) any event that occurs on or after March 24, 2023 that makes it a violation
of any law, regulation or rule of the
United
States (or any political subdivision thereof), the European Union, Switzerland,
the United Kingdom or any jurisdiction in
which a Primary Exchange (as defined herein) is located, or of any official
administrative decision, judicial decision,
administrative action, regulatory interpretation or other official
pronouncement interpreting or applying those laws,
regulations or rules, (i) for UBS AG or its affiliates to hold, acquire or dispose
of the Index Constituent Securities or
options, futures, swaps or other derivatives on the Index or on the Index Constituent
Securities (including but not limited
to exchange-imposed position limits), (ii) for us, our affiliates,
third parties with whom we transact or similarly situated
third parties to perform our or their obligations in connection with the Securities or
(iii) for us to issue or transact in
exchange traded notes similar to the Securities, each as determined
by the Security Calculation Agent;
(d) any event, as determined by the Security Calculation Agent, as a result of
which we or any of our affiliates or a
similarly situated party would, after using commercially reasonable efforts,
be unable to, or would incur a materially
increased amount of tax, duty,
expense or fee (other than brokerage commissions) to, acquire, establish, re-establish,
substitute, maintain, unwind or dispose of any transaction or asset it deems necessary
to hedge the risk of the Securities, or
realize, recover or remit the proceeds of any such transaction or asset;
(e) as determined by the Security Calculation Agent, the primary exchange or
market for trading for the Securities, if any,
announces that pursuant to the rules of such exchange or market, as applicable,
the Securities cease (or will cease) to be
listed, traded or publicly quoted on such exchange or market, as applicable,
for any reason and are not (or will not be)
immediately re-listed, re-traded or re-quoted on an exchange or quotation
system located in the same country as such
exchange or market, as applicable; or
(f) any event, as determined by the Security Calculation Agent, as a result of
which the Index or any of the Index
Constituent Securities do not meet the criteria or are no longer eligible for listing
on the exchange where the Securities are
listed, or the Security Calculation Agent becomes aware that the Index Sponsor
no longer intends to comply with any such
listing criteria (whether as a result of actual or proposed Index methodological
changes or otherwise).
Notwithstanding these alternative arrangements, discontinuation of
the publication of the Index or successor index, as
applicable, may adversely affect the value of the Securities.
If at any time the method of calculating the Index, a successor index or a Substitute Index, or
the value thereof, is changed in a
material respect, or if the Index or a successor or Substitute Index is in any other way
modified so that the Index Closing Level
of the Index or such successor or Substitute Index does not, in the opinion of
the Security Calculation Agent, fairly represent
the Index Closing Level of the Index or such successor or Substitute Index had
such changes or modifications not been made,
then the Security Calculation Agent will make such calculations and
adjustments as, in the good-faith judgment of the Security
Calculation Agent, may be necessary in order to arrive at an Index Closing Level
of an index comparable to the Index or such
successor index, as the case may be, as if such changes or modifications had not been
made, and the Security Calculation
Agent will calculate the Index Closing Level for the Index or such successor or Substitute Index
with reference to the Index or
such successor Substitute Index, as adjusted. The Security Calculation
Agent will accordingly calculate the Index Closing
Level, the Daily Tracking Fee, the Redemption
Fee Amount, if any, the Cash Settlement Amount,
if any, that we will pay you
at maturity, the Redemption
Amount, if any, upon early redemption,
if applicable, the Call Settlement Amount, if any,
that we
will pay you in the event UBS calls the Securities, and all related payment terms based
directly or indirectly on the Index
Closing Level calculated by the Security Calculation Agent. Accordingly,
if the method of calculating the Index or a successor
or Substitute Index is modified so that the level of the Index or such successor
index is a fraction of what it would have been if
there had been no such modification (e.g., due to a rebasing of the Index),
which, in turn, causes the Index Closing Level of the
Index or such successor or Substitute Index to be a fraction of what it would have
been if there had been no such modification,
then the Security Calculation Agent will make such calculations and
adjustments in order to arrive at an Index Closing Level
for the Index or such successor or Substitute Index as if it had not been modified (e.g.,
as if such rebasing had not occurred).