Common use of Indexed Notes Clause in Contracts

Indexed Notes. (i) If the Index (as defined in the applicable Pricing Supplement) is (I) not calculated and announced by the sponsor specified in the applicable Pricing Supplement (the "Index Sponsor") but is calculated and published by a successor to the Index Sponsor (the "Successor Index Sponsor") acceptable to the Calculation Agent, or (II) replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of the Index, then the Index will be deemed to be the index (the "Successor Index") so calculated and published by the Successor Index Sponsor or that successor or alternative index, as the case may be. If (A) on or prior to the Valuation Date in respect of any Series of Indexed Notes the Index Sponsor or (if applicable) the Successor Index Sponsor announces a material change in the formula for or the 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 in the event of changes in constituent stock and capitalization and other routine events) (an "Index Modification") or permanently cancels the Index and no Successor Index exists (an "Index Cancellation"), or (B) on the Valuation Date the Index Sponsor or (if applicable) the Successor Index Sponsor fails to calculate and publish the Index (an "Index Disruption" and together with an Index Modification and an Index Cancellation, each an "Index Adjustment Event"), then the Calculation Agent shall determine if such Index Adjustment Event has a material effect on the Indexed Notes and, if so, shall calculate the relevant Rate of Interest or the Final Redemption Amount (as the case may be) using, in lieu of a published level of the Index, the level for the Index as at the Valuation Date as determined by the Calculation Agent in accordance with the formula for and method of calculating the Index last in effect prior to that change, failure or cancellation but using only those securities that comprised the Index immediately prior to that Index Adjustment Event (other than those securities that have since ceased to be listed on the relevant stock exchange). If any value of the Index published on a given day and used or to be used by the Calculation Agent to determine the Rate of Interest or the Final Redemption Amount (as the case may be) is subsequently corrected and the correction is published by the Index Sponsor within 30 days of the original publication, the Calculation Agent shall notify the Issuer and the Agent of (a) that correction and (b) the amount of principal and/or interest that is payable or repayable as a result of that correction and as soon as reasonably practicable thereafter, the Issuer or the Noteholder (as applicable) shall make payment of such amount in accordance herewith. The Calculation Agent will notify the level of the Index as of a particular date upon application by telephone or facsimile by an interested person during normal business hours. (ii) If the date specified in the applicable Pricing Supplement as being the date of valuation or determination in respect of an Indexed Note (the "Valuation Date") is not a Scheduled Trading Day (as defined below), the Valuation Date shall be postponed until the next day which is a Scheduled Trading Day, subject to the following sentences of this paragraph. If any Valuation Day is a Disrupted Day in the opinion of the Calculation Agent, then the Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the Valuation Date is a Disrupted Day. In that case (I) the eighth Scheduled Trading Day shall be deemed to be the Valuation Date, notwithstanding the fact that such day is a Disrupted Day, and (II) the Calculation Agent shall determine the level of the Index as of the Valuation Time on that eighth Scheduled Trading Day in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on that eighth Scheduled Trading Day, its good faith estimate of the value for the relevant security as of the Valuation Time on that eighth Scheduled Trading Day.

Indexed Notes. (i) If the Index (as defined in the applicable Pricing Supplement) is (I) not calculated and announced by the sponsor specified in the applicable Pricing Supplement (the "Index Sponsor") but is calculated and published by a successor to the Index Sponsor (the "Successor Index Sponsor") acceptable to the Calculation Agent, or (II) replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of the Index or (III) not in existence on or prior to the Valuation Date, but the Calculation Agent considers there to be in existence at such time an alternative index which, if substituted for the Index, would materially preserve the economic equivalent of the rights of the Noteholders under the Notes immediately prior to such substitution, then the Index will be deemed to be the index (the "Successor Index") so calculated and published by the Successor Index Sponsor or that successor or alternative index, as the case may be. If (A) on or prior to the Valuation Maturity Date in respect of any Series of Indexed Notes the Index Sponsor or (if applicable) the Successor Index Sponsor announces makes a material change in the formula for or the 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 in the event of changes in constituent stock and capitalization stock, contracts or commodities and other routine events) (an "Index Modification") or permanently cancels the Index and no Successor Index exists (an "Index Cancellation"), or (B) on the Valuation or prior to any such Maturity Date the Index Sponsor or (if applicable) the Successor Index Sponsor fails to calculate and publish the Index (an "Index Disruption" and together with an Index Modification and an Index Cancellation, each an "Index Adjustment Event")Index, then the Calculation Agent shall determine if such Index Adjustment Event has a material effect on the Indexed Notes and, if so, shall calculate the relevant Rate of Interest or the Final Redemption Amount (as the case may be) using, in lieu of a published level of the Index, the level for the Index as at the Valuation Date as determined by the Calculation Agent in accordance with the formula for and method of calculating the Index last in effect prior to that changechange or failure, failure or cancellation but using only those securities securities/commodities that comprised the Index immediately prior to that Index Adjustment Event change or failure (other than those securities that have since ceased to be listed on the relevant stock exchange). If any value of the Index published on a given day and used or to be used by the Calculation Agent to determine the Rate of Interest or the Final Redemption Amount (as the case may be) is subsequently corrected and the correction is published by the Index Sponsor within 30 days of the original publication, the Calculation Agent shall notify the Issuer and the Agent of (a) that correction and (b) the amount of principal and/or interest that is payable or repayable as a result of that correction and as soon as reasonably practicable thereafter, the Issuer or the Noteholder (as applicable) shall make payment of such amount in accordance herewithwith Condition 6. The Calculation Agent will notify the level of the Index as of a particular date upon application by telephone or facsimile by an interested person during normal business hours. (ii) If the date specified in the applicable Pricing Supplement as being the date of valuation or determination in respect of an Indexed Note (the "Valuation Date") is not an Index Business Day or there is a Scheduled Trading Day Market Disruption Event on that day (each as defined below), the Valuation Date shall be postponed until the next day which is a Scheduled Trading Dayan Index Business Day unless, subject to the following sentences of this paragraph. If any Valuation Day is a Disrupted Day in the opinion of the Calculation Agent, there is a Market Disruption Event (as defined below) on that day. If there is a Market Disruption Event on that day, then the Valuation Date shall be the first succeeding Scheduled Trading Index Business Day that on which there is not a Disrupted Dayno Market Disruption Event, unless there is a Market Disruption Event on each of the eight Scheduled Trading five Index Business Days immediately following the original date that, but for the Market Disruption Event, would have been the Valuation Date is a Disrupted DayDate. In that case (I) the eighth Scheduled Trading fifth Index Business Day shall be deemed to be the Valuation Date, notwithstanding the fact that such day is a Disrupted DayMarket Disruption Event, and (II) the Calculation Agent shall determine the level of the Index as of the Valuation Time on that eighth Scheduled Trading fifth Index Business Day in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on that eighth Scheduled Trading Day, its good faith estimate of the value level of the Index that would have prevailed, but for the relevant security as of the Valuation Time Market Disruption Event, on that eighth Scheduled Trading fifth Index Business Day.. For purposes of this Condition 20(b):

Indexed Notes. (i) If the Index (as defined in the applicable Pricing Supplement) is (I) not calculated and announced by the sponsor specified in the applicable Pricing Supplement (the "Index Sponsor") but is calculated and published by a successor to the Index Sponsor (the "Successor Index Sponsor") acceptable to the Calculation Agent, or (II) replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of the Index or (III) not in existence on or prior to the Valuation Date, but the Calculation Agent considers there to be in existence at such time an alternative index which, if substituted for the Index, would materially preserve the economic equivalent of the rights of the Noteholders under the Notes immediately prior to such substitution, then the Index will be deemed to be the index (the "Successor Index") so calculated and published by the Successor Index Sponsor or that successor or alternative index, as the case may be. If (A) on or prior to the Valuation Maturity Date in respect of any Series of Indexed Notes the Index Sponsor or (if applicable) the Successor Index Sponsor announces makes a material change in the formula for or the 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 in the event of changes in constituent stock and capitalization stock, contracts or commodities and other routine events) (an "Index Modification") or permanently cancels the Index and no Successor Index exists (an "Index Cancellation"), or (B) on the Valuation or prior to any such Maturity Date the Index Sponsor or (if applicable) the Successor Index Sponsor fails to calculate and publish the Index (an "Index Disruption" and together with an Index Modification and an Index Cancellation, each an "Index Adjustment Event")Index, then the Calculation Agent shall determine if such Index Adjustment Event has a material effect on the Indexed Notes and, if so, shall calculate the relevant Rate of Interest or the Final Redemption Amount (as the case may be) using, in lieu of a published level of the Index, the level for the Index as at the Valuation Date as determined by the Calculation Agent in accordance with the formula for and method of calculating the Index last in effect prior to that changechange or failure, failure or cancellation but using only those securities securities/commodities that comprised the Index immediately prior to that Index Adjustment Event change or failure (other than those securities that have since ceased to be listed on the relevant stock exchange). If any value of the Index published on a given day and used or to be used by the Calculation Agent to determine the Rate of Interest or the Final Redemption Amount (as the case may be) is subsequently corrected and the correction is published by the Index Sponsor within 30 days of the original publication, the Calculation Agent shall notify the Issuer and the Agent of (a) that correction and (b) the amount of principal and/or interest that is payable or repayable as a result of that correction and as soon as -------------------------------------------------------------------------------- 89 -------------------------------------------------------------------------------- reasonably practicable thereafter, the Issuer or the Noteholder (as applicable) shall make payment of such amount in accordance herewithwith Condition 6. The Calculation Agent will notify the level of the Index as of a particular date upon application by telephone or facsimile by an interested person during normal business hours. (ii) If the date specified in the applicable Pricing Supplement as being the date of valuation or determination in respect of an Indexed Note (the "Valuation Date") is not an Index Business Day or there is a Scheduled Trading Day Market Disruption Event on that day (each as defined below), the Valuation Date shall be postponed until the next day which is a Scheduled Trading Dayan Index Business Day unless, subject to the following sentences of this paragraph. If any Valuation Day is a Disrupted Day in the opinion of the Calculation Agent, there is a Market Disruption Event (as defined below) on that day. If there is a Market Disruption Event on that day, then the Valuation Date shall be the first succeeding Scheduled Trading Index Business Day that on which there is not a Disrupted Dayno Market Disruption Event, unless there is a Market Disruption Event on each of the eight Scheduled Trading five Index Business Days immediately following the original date that, but for the Market Disruption Event, would have been the Valuation Date is a Disrupted DayDate. In that case (I) the eighth Scheduled Trading fifth Index Business Day shall be deemed to be the Valuation Date, notwithstanding the fact that such day is a Disrupted DayMarket Disruption Event, and (II) the Calculation Agent shall determine the level of the Index as of the Valuation Time on that eighth Scheduled Trading fifth Index Business Day in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on that eighth Scheduled Trading Day, its good faith estimate of the value level of the Index that would have prevailed, but for the relevant security as of the Valuation Time Market Disruption Event, on that eighth Scheduled Trading fifth Index Business Day.. For purposes of this Condition 20(b):