Common use of Discontinuance of the Index Clause in Contracts

Discontinuance of the Index. If Standard & Poor's, a Division of The McGrxx-Xxxx Xxxpanies, Inc. ("S&P"), discontinues publication of the Index and S&P or another entity publishes a successor or substitute index that the Calculation Agent determines, in its sole discretion, to be comparable to the Index (any such index being referred to herein as a "Successor Index"), then the Adjusted Ending Value shall be determined by reference to the value of such Successor Index using the methodology described above under "Supplemental Redemption Amount". Upon any selection by the Calculation Agent of a Successor Index, the Calculation Agent will cause notice thereof to be furnished to the Company and the Trustee, who shall provide notice thereof to the Holders of the Notes. If S&P discontinues publication of the Index and a Successor Index is not selected by the Calculation Agent or is no longer published on any Calculation Day, the value to be substituted for the Index for any such Calculation Day used to calculate the Supplemental Redemption Amount at maturity will be a value computed by the Calculation Agent for such Calculation Day in accordance with the procedures last used to calculate the Index prior to any such discontinuance. If S&P discontinues publication of the Index prior to the period during which the Supplemental Redemption Amount is to be determined and the Calculation Agent determines that no Successor Index is available at such time, then on each Index Business Day until the earlier to occur of (a) the determination of the Adjusted Ending Value and (b) a determination by the Calculation Agent that a Successor Index is available, the Calculation Agent shall determine the value that would be used in computing the Supplemental Redemption Amount as described in the preceding paragraph as if such day were a Calculation Day. The Calculation Agent will cause notice of each such value to be published not less often than once each month in The Wall Street Journal (or another newspaper of general circulation), and arrange for information with respect to such values to be made available by telephone. If a Successor Index is selected or the Calculation Agent calculates a value as a substitute for the Index as described above, such Successor Index or value shall be substituted for the Index for all purposes, including for purposes of determining whether an Index Business Day occurs or a Market Disruption Event exists. ALTERATION OF METHOD OF CALCULATION If at any time the method of calculating the Index or a Successor Index is changed in any material respect, or if the Index or a Successor Index is in any other way modified so that the value of the Index or such Successor Index does not, in the opinion of the Calculation Agent, fairly represent the value thereof had such changes or modifications not been made, then, from and after such time, the Calculation Agent shall, at the close of business in New York, New York, on each date when the closing value with respect to the Adjusted Ending Value is to be calculated, make such adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a calculation of a value of a stock index comparable to the The Trustee shall not at any time be under any duty or responsibility to any Holder of this Note to determine whether any facts exist which may require any adjustment to the Adjusted Ending Value or with respect to the nature or extent of any such adjustment when made or with respect to the method employed in making the same.

Discontinuance of the Index. If Standard & Poor's, a Division of The McGrxx-Xxxx Xxxpanies, Inc. ("S&P"), an Index Publisher discontinues publication of the its respective Index Component and S&P that Index Publisher or another entity publishes a successor or substitute index that the Calculation Agent determines, in its sole discretion, to be comparable to the that Index Component (any such index being referred to herein as a "“Successor Index"”), then then, upon the Adjusted Calculation Agent’s notification of its determination to the Trustee (as defined below) and the Company, the Calculation Agent shall substitute the Successor Index as calculated by that Index Publisher or any other entity for such Index Component and calculate the Ending Value shall be determined by reference to the value of such Successor Index using the methodology as described above under "Supplemental Redemption Amount"“Payment at Stated Maturity” or “Early Redemption”, as applicable. Upon any selection by the Calculation Agent of a Successor Index, the Calculation Agent will Company shall cause notice thereof to be furnished given to the Company and the Trustee, who shall provide notice thereof to the Holders of this Global Note. In the Notes. If S&P event that an Index Publisher discontinues publication of its respective Index Component and: • the Index and Calculation Agent does not select a Successor Index; or • the Successor Index is not selected by published on any of the Calculation Days, the Calculation Agent or is no longer published on any Calculation Day, the shall compute a substitute value to be substituted for the that Index for any such Calculation Day used to calculate the Supplemental Redemption Amount at maturity will be a value computed by the Calculation Agent for such Calculation Day Component in accordance with the procedures last used to calculate the Index prior to Component before any such discontinuance. If S&P a Successor Index is selected or the Calculation Agent calculates a level as a substitute for the Index Component as described below, the Successor Index or level shall be used as a substitute for that Index Component for all purposes, including for the purpose of determining whether a Market Disruption Event exists. If an Index Publisher discontinues publication of an Index Component before the Index prior to the period during which the Supplemental Redemption Amount is to be determined Calculation Period and the Calculation Agent determines that no Successor Index is available at such that time, then on each Index Business Day until the earlier to occur of (a) of: • the determination of the Adjusted Ending Value and (b) Value, or • a determination by the Calculation Agent that a Successor Index is available, the Calculation Agent shall determine the value that would be used in computing the Supplemental Redemption Amount as described in the preceding paragraph as if such that day were a Calculation Day. The Calculation Agent will shall cause notice of each such value to be published not less often than once each month in The Wall Street Journal (or another newspaper of general circulation), and arrange for information with respect to such these values to be made available by telephone. If a Successor Index is selected or the Calculation Agent calculates a value as a substitute for the Index as described above, such Successor Index or value shall be substituted for the Index for all purposes, including for purposes of determining whether an Index Business Day occurs or a Market Disruption Event exists. ALTERATION OF METHOD OF CALCULATION If at any time the method of calculating the Index or a Successor Index is changed in any material respect, or if the Index or a Successor Index is in any other way modified so that the value of the Index or such Successor Index does not, in the opinion of the Calculation Agent, fairly represent the value thereof had such changes or modifications not been made, then, from and after such time, the Calculation Agent shall, at the close of business in New York, New York, on each date when the closing value with respect to the Adjusted Ending Value is to be calculated, make such adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a calculation of a value of a stock index comparable to the The Trustee shall not at any time be under any duty or responsibility to any Holder of this Note to determine whether any facts exist which may require any adjustment to the Adjusted Ending Value or with respect to the nature or extent of any such adjustment when made or with respect to the method employed in making the same.

Discontinuance of the Index. If Standard & Poor's, a Division of The McGrxx-Xxxx Xxxpanies, Inc. ("S&P"), the Index Publisher discontinues publication of the Index and S&P the Index Publisher or another entity publishes a successor or substitute index that the Calculation Agent determines, in its sole discretion, to be comparable to the Index (any such index being referred to herein as a "“Successor Index"”), then then, upon the Adjusted Calculation Agent’s notification of that determination to the Trustee and the Company, the Calculation Agent shall substitute the Successor Index as calculated by the Index Publisher or any other entity for the Index and calculate the Ending Value shall be determined by reference to the value of such Successor Index using the methodology as described above under "Supplemental Redemption Amount"“Payment on the Stated Maturity” or “Exchange of the Notes Prior to the Stated Maturity”, as applicable. Upon any selection by the Calculation Agent of a Successor Index, the Calculation Agent will Company shall cause notice thereof to be furnished given to the Company and the Trustee, who shall provide notice thereof to the Holders of this Global Note. In the Notes. If S&P event that the Index Publisher discontinues publication of the Index and and: • the Calculation Agent does not select a Successor Index; or • the Successor Index is not selected by published on any of the Calculation Days, the Calculation Agent or is no longer published on any Calculation Day, the value to be substituted shall compute a substitute level for the Index for any such Calculation Day used to calculate the Supplemental Redemption Amount at maturity will be a value computed by the Calculation Agent for such Calculation Day in accordance with the procedures last used to calculate the Index prior to before any such discontinuance. If S&P a Successor Index is selected or the Calculation Agent calculates a level as a substitute for the Index as described below, the Successor Index or level shall be used as a substitute for the Index for all purposes, including the purpose of determining whether a Market Disruption Event exists. If the Index Publisher discontinues publication of the Index prior to before the period during which the Supplemental Redemption Amount is to be determined Calculation Period and the Calculation Agent determines that no Successor Index is available at such that time, then on each Index Business Day until the earlier to occur of (a) of: • the determination of the Adjusted Ending Value and (b) Value; or • a determination by the Calculation Agent that a Successor Index is available, the Calculation Agent shall determine the value that would be used in computing the Supplemental Redemption Amount as described in the preceding paragraph as if such that day were a Calculation Day. The Calculation Agent will shall cause notice of each such value to be published not less often than once each month in The Wall Street Journal (or another newspaper of general circulation), circulation and arrange for information with respect to such these values to be made available by telephone. If a Successor Index is selected or A “Business Day” means any day on which the Calculation Agent calculates a value as a substitute for the Index as described above, such Successor Index or value shall be substituted for the Index for all purposes, including for purposes of determining whether an Index Business Day occurs or a Market Disruption Event exists. ALTERATION OF METHOD OF CALCULATION If at any time the method of calculating the Index or a Successor Index is changed in any material respect, or if the Index or a Successor Index is in any other way modified so that the value of the Index or such Successor Index does not, in the opinion of the Calculation Agent, fairly represent the value thereof had such changes or modifications not been made, then, from and after such timeNYSE, the Calculation Agent shall, at AMEX and the close of business in New York, New York, on each date when the closing value with respect to the Adjusted Ending Value is to be calculated, make such adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a calculation of a value of a stock index comparable to the The Trustee shall not at any time be under any duty or responsibility to any Holder of this Note to determine whether any facts exist which may require any adjustment to the Adjusted Ending Value or with respect to the nature or extent of any such adjustment when made or with respect to the method employed in making the sameNasdaq are open for trading.