Common use of Settlement Value Security Clause in Contracts

Settlement Value Security. The Multiplier for the new Settlement Value Security shall equal the product of the last value of the Multiplier with respect to the original Settlement Value Security and the number of shares of the new Settlement Value Security with respect to one share of the original Settlement Value Security. o If an ADR is no longer listed or admitted to trading on a United States securities exchange registered under the Securities Exchange Act of 1934 or is no longer a security quoted on The Nasdaq Stock Market, then the ADR shall be removed from the calculation of the Settlement Value, the foreign share underlying the ADR shall be deemed to be a new common stock and the Settlement Property shall include a number of shares of new common stock per outstanding Security equal to the Multiplier for the new common stock as a new Settlement Value Security. The initial Multiplier for that new Settlement Value Security shall equal the product of the last value of the Multiplier with respect to the original ADR and the number of underlying foreign shares represented by a single such ADR. o If a Settlement Value Security is subject to an extraordinary dividend or an extraordinary distribution, including upon liquidation or dissolution, of cash, equity securities that are not traded or listed on an exchange, quotation system or market, non-equity securities or other property of any kind which is received equally by all holders of such Settlement Value Security, then the Settlement Property shall include the following: o To the extent cash is entitled to be received, the Settlement Property shall include on each day after the time that the Settlement Value Security trades ex-dividend until the date the cash consideration is entitled to be received, the present value of the cash to be received per share of Settlement Value Security multiplied by the Multiplier for the Settlement Value Security on such day and by the number of Securities outstanding on such day, discounted at a rate equal to LIBOR, with a term beginning that day and ending on the date that the cash is entitled to be received (the "PV Extraordinary Cash Component"). When the cash consideration is received, the PV Extraordinary Cash Component shall be deleted from the Settlement Value and the Settlement Property shall include an amount of cash equal to the product of (1) the cash consideration per share of Settlement Value Security, (2) the Multiplier for the Settlement Value Security and (3) the number of Securities outstanding, each determined as of the time the holders of the Settlement Value Security are entitled to receive the cash consideration (the "Extraordinary Cash Component"), plus accrued interest. If the cash consideration received or entitled to be received is denominated in a foreign currency, such cash or the present value of such cash, as the case may be, shall be converted into U.S. dollars using the Official X.X. Reuters Spot Closing Rate at 11:00 a.m., New York City time. If there are several quotes for the Official X.X. Reuters Spot Closing Rate at that time, the first quoted rate starting at 11:00 a.m. shall be the rate used. If there is no such Official X.X. Reuters Spot Closing Rate for a country's currency at 11:00 a.m., New York City time, the foreign currency-denominated cash shall be converted into U.S. dollars using the last available U.S. dollar cross-rate quote before 11:00 a.m., New York City time. Interest shall accrue on the Extraordinary Cash Component beginning the first London Business Day after the day that holders of the Settlement Value Security are entitled to receive the Extraordinary Cash Component until the Stated Maturity Date (the "Extraordinary Cash Component Interest Accrual Period"). Interest shall accrue at a rate equal to LIBOR with a term corresponding to the Extraordinary Cash Component Interest Accrual Period. o To the extent that equity securities that are not traded or listed on an exchange, quotation system or market or non-equity securities or other property (other than cash) is received, the Calculation Agent shall determine the Fair Market Value of the securities or other property received per share of Settlement Value Security based on the Average Execution Price and the Settlement Property shall include an amount of cash equal to the product of (1) the Fair Market Value per share of Settlement Value Security , (2) the Multiplier for the Settlement Value Security and (3) the number of Securities outstanding (the "Extraordinary Sale Component"). The Multiplier and the number of Securities outstanding will be determined as of the time the holders of the Settlement Value Security are entitled to receive the securities or other property. The Settlement Property shall also include accrued interest on the Extraordinary Sale Component. Interest shall accrue beginning the first London Business Day after the day that an affiliate of Holdings sells the securities or other property used to hedge Holdings' obligations under the Securities until the Stated Maturity Date (the "Extraordinary Sale Component Interest Accrual Period"). Interest shall accrue at a rate equal to LIBOR with a term corresponding to the Extraordinary Sale Component Interest Accrual Period. o If similar corporate events occur with respect to the issuer of an equity security other than a Settlement Value Security, adjustments similar to the above will be made for that equity security. In addition, if any other corporate events occur with respect to the issuer of a Settlement Value Security, adjustments will be made to reflect the economic substance of such events. The payment of an ordinary cash dividend by an issuer of a Settlement Value Security, or if a Settlement Value Security is an ADR, by a foreign issuer of the underlying foreign share, from current income or retained earnings shall not result in an adjustment to the Multiplier. No adjustments of any Multiplier of a Settlement Value Security shall be required unless the adjustment would result in a change of at least .1% (.001) in the Multiplier then in effect. Adjustments which result in a change of less than .1% (.001) shall be carried forward and included in the next adjustment, if any. The Multiplier resulting from any of the adjustments specified above shall be rounded at the Calculation Agent's discretion.

Settlement Value Security. The Multiplier for the new Settlement Value Security shall equal the product of the last value of the Multiplier with respect to the original Settlement Value Security and the number of shares of the new Settlement Value Security issued with respect to one share of such Settlement Value Security and the original prior Multiplier. o If the issuer of a Settlement Value Security, or if a Settlement Value Security is an ADR, the foreign issuer of the underlying foreign share, is being liquidated or dissolved or is subject to a proceeding under any applicable bankruptcy, insolvency or other similar law, such Settlement Value Security shall continue to be included in the calculation of the Settlement Value so long as the primary exchange, quotation system or market is reporting a market price for the Settlement Value Security. If a market price, including a price on a bulletin board service, is no longer available for a Settlement Value Security, then the value of the Settlement Value Security shall equal zero for so long as no market price is available, and no attempt shall be made to find a replacement stock or increase the Settlement Value to compensate for the deletion of such Settlement Value Security. o If an ADR is no longer listed or admitted to trading on the issuer of a United States securities exchange registered under the Securities Exchange Act of 1934 or is no longer a security quoted on The Nasdaq Stock Market, then the ADR shall be removed from the calculation of the Settlement Value, the foreign share underlying the ADR shall be deemed to be a new common stock and the Settlement Property shall include a number of shares of new common stock per outstanding Security equal to the Multiplier for the new common stock as a new Settlement Value Security. The initial Multiplier for that new Settlement Value Security shall equal the product of the last value of the Multiplier with respect to the original ADR and the number of underlying foreign shares represented by a single such ADR. o If , or if a Settlement Value Security is an ADR, the foreign issuer of the underlying foreign share, has been subject to an extraordinary dividend a merger or an extraordinary distribution, including upon liquidation or dissolution, consolidation and is not the surviving entity and holders of the Settlement Value Security are entitled to receive cash, equity securities that are not traded or listed on an exchangesecurities, quotation system or market, non-equity securities or other property of any kind which is received equally by all holders of such or a combination thereof in exchange for the Settlement Value Security, then the following shall be included as Settlement Property shall include the followingProperty: o To the extent cash is entitled to be received, the Settlement Property shall include on each day after the time that the Settlement Value Security trades ex-dividend until the date the cash consideration is entitled to be received, the present value of the cash to be received per share of Settlement Value Security multiplied by the Multiplier for the Settlement Value Security on such day and by the number of Securities outstanding on such day, discounted at a rate equal to LIBOR, with a term beginning that day and ending on the date that the cash is entitled to be received (the "PV Extraordinary Cash Component"). When the cash consideration is received, the PV Extraordinary Cash Component shall be deleted from the Settlement Value and the Settlement Property shall include an amount of cash equal to the product of (1) the cash consideration per share of Settlement Value Security, (2) the Multiplier for the Settlement Value Security and (3) the number of Securities outstanding, each determined as of the time the holders of the Settlement Value Security are entitled to receive the cash consideration (the "Extraordinary M&A Cash Component"), plus accrued interest. If the cash consideration received or entitled to be received is denominated in a foreign currency, such cash or the present value of such cash, as the case may be, shall then be converted into U.S. dollars using the Official X.X. Reuters Spot Closing Rate at 11:00 a.m., New York City time. If there are several quotes for the Official X.X. Reuters Spot Closing Rate at that time, the first quoted rate starting at 11:00 a.m. shall be the rate used. If there is no such Official X.X. Reuters Spot Closing Rate for a country's currency at 11:00 a.m., New York City time, the foreign currency-denominated cash shall be converted into U.S. dollars using the last available U.S. dollar cross-rate quote before 11:00 a.m., New York City time. Interest shall accrue on the Extraordinary Cash Component beginning the first London Business Day after the day that holders of the Settlement Value Security are entitled to receive the Extraordinary Cash Component cash consideration until the Stated Maturity Date (the "Extraordinary M&A Cash Component Interest Accrual Period"). Interest shall accrue on the M&A Cash Component at a rate equal to LIBOR the London Interbank Offered Rate ("LIBOR") with a term corresponding to the Extraordinary M&A Cash Component Interest Accrual Period. o To the extent that equity securities that are not traded or listed on an exchange, quotation system or market or non-equity securities or other property (other than cash) is received, the Calculation Agent shall determine the Fair Market Value of the securities or other property received per share of Settlement Value Security based on the Average Execution Price and the Settlement Property shall include an amount of cash equal to the product of (1) the Fair Market Value per share of Settlement Value Security , (2) the Multiplier for the Settlement Value Security and (3) the number of Securities outstanding (the "Extraordinary Sale Component"). The Multiplier and the number of Securities outstanding will be determined as of the time the holders of the Settlement Value Security are entitled to receive the securities or other property. The Settlement Property shall also include accrued interest on the Extraordinary Sale Component. Interest shall accrue beginning the first London Business Day after the day that an affiliate of Holdings sells the securities or other property used to hedge Holdings' obligations under the Securities until the Stated Maturity Date (the "Extraordinary Sale Component Interest Accrual Period"). Interest shall accrue at a rate equal to LIBOR with a term corresponding to the Extraordinary Sale Component Interest Accrual Period. o If similar corporate events occur with respect to the issuer of an equity security other than a Settlement Value Security, adjustments similar to the above will be made for that equity security. In addition, if any other corporate events occur with respect to the issuer of a Settlement Value Security, adjustments will be made to reflect the economic substance of such events. The payment of an ordinary cash dividend by an issuer of a Settlement Value Security, or if a Settlement Value Security is an ADR, by a foreign issuer of the underlying foreign share, from current income or retained earnings shall not result in an adjustment to the Multiplier. No adjustments of any Multiplier of a Settlement Value Security shall be required unless the adjustment would result in a change of at least .1% (.001) in the Multiplier then in effect. Adjustments which result in a change of less than .1% (.001) shall be carried forward and included in the next adjustment, if any. The Multiplier resulting from any of the adjustments specified above shall be rounded at the Calculation Agent's discretion.

Settlement Value Security. The Multiplier multiplier for the new Settlement Value Security shall equal the product of the last value of the Multiplier with respect to the original Settlement Value Security and the number of shares of the new Settlement Value Security issued with respect to one share of the original Settlement Value Security. o If an ADR included in the calculation of the Settlement Value as a Settlement Value Security is no longer listed or admitted to trading on a United States securities exchange registered under the Securities Exchange Act of 1934 or is no longer a security quoted on The Nasdaq Stock Market, then the ADR shall be removed from the calculation of the Settlement Value, the foreign share underlying the ADR shall be deemed to be a new common stock and added to the calculation of the Settlement Property shall include a number of shares of new common stock per outstanding Security equal to the Multiplier for the new common stock Value as a new Settlement Value Security. The initial Multiplier for that new Settlement Value Security shall equal the product of the last value of the Multiplier with respect to the original ADR and the number of underlying foreign shares represented by a single such ADR. o If a Settlement Value Security is subject to an extraordinary dividend or an extraordinary distribution, including upon liquidation or dissolution, of cash, equity securities that are not traded or listed on an exchange, quotation trading system or market, non-equity securities or other property of any kind which is received equally by all holders of such Settlement Value Security, then the Settlement Property Value shall include the following: o To the extent cash is entitled to be received, the Settlement Property Value shall include on each day after the time that the Settlement Value Security trades ex-dividend until the date the cash consideration is entitled to be received, the present value of the cash to be received per share of Settlement Value Security multiplied by the Multiplier for the Settlement Value Security on such day and by the number of Securities outstanding on such dayreceived, discounted at a rate equal to LIBOR, with a term beginning that day and ending on the date that the cash is entitled to be received (the "PV Extraordinary Cash Component"). When the cash consideration is received, the PV Extraordinary Cash Component shall be deleted from the Settlement Value and the Settlement Property Value shall include an the amount of cash equal to the product of (1) the cash consideration per share of Settlement Value Security, (2) the Multiplier for the Settlement Value Security and (3) the number of Securities outstanding, each determined as of the time the holders of the Settlement Value Security are entitled to receive the cash consideration (the "Extraordinary Cash Component"), plus accrued interest. If the cash consideration received or entitled to be received is denominated in a foreign currency, such cash or the present value of such cash, as the case may be, shall be converted into U.S. dollars using the Official X.X. W.M. Reuters Spot Closing Rate at 11:00 a.m., New York City timeCitx xxme. If there are several quotes for the Official X.X. W.M. Reuters Spot Closing Rate at that time, the first quoted qxxxxd rate starting at 11:00 a.m. shall be the rate used. If there is no such Official X.X. W.M. Reuters Spot Closing Rate for a country's currency at ax 11:00 a.m., New York City time, the foreign currency-denominated cash shall be converted into U.S. dollars using the last available U.S. dollar cross-rate quote before 11:00 a.m., New York City time. Interest shall accrue on the Extraordinary Cash Component beginning the first London Business Day after the day that holders of the Settlement Value Security are entitled to receive the Extraordinary Cash Component until the Stated Maturity Date (the "Extraordinary Cash Component Interest Accrual Period"). Interest shall accrue at a rate equal to LIBOR with a term corresponding to the Extraordinary Cash Component Interest Accrual Period. o To the extent that equity securities that are not traded or listed on an exchange, quotation trading system or market or non-equity securities or other property (other than cash) is received, the Calculation Agent shall determine the Fair Market Value of the securities or other property received per share of Settlement Value Security based on the Average Execution Price and the calculation of the Settlement Property Value shall include an amount of cash equal to the product of (1) the Fair Market Value per share of Settlement Value Security , (2) the Multiplier for of the Settlement Value Security and (3) the number of Securities outstanding Fair Market Value (the "Extraordinary Sale Component"). The Multiplier and the number of Securities outstanding will be determined as of the time the holders of the Settlement Value Security are entitled to receive the securities or other property. The Settlement Property shall also include accrued interest on the Extraordinary Sale Component. Interest shall accrue beginning the first London Business Day after the day that an affiliate of Holdings sells the securities or other property used to hedge Holdings' obligations under the Securities until the Stated Maturity Date (the "Extraordinary Sale Component Interest Accrual Period"). Interest shall accrue at a rate equal to LIBOR with a term corresponding to the Extraordinary Sale Component Interest Accrual Period. o If similar corporate events occur with respect to the issuer of an equity security other than a Settlement Value Security, adjustments similar to the above will be made for that equity security. In addition, if any other corporate events occur with respect to the issuer of a Settlement Value Security, adjustments will be made to reflect the economic substance of such those events. The payment of an ordinary cash dividend by an issuer of a Settlement Value Security, or if a Settlement Value Security is an ADR, by a foreign issuer of the underlying foreign share, from current income or retained earnings shall will not result in an adjustment to the Multiplier. No adjustments of any Multiplier of a Settlement Value Security shall be required unless the adjustment would result in a change of at least .1% (.001) in the Multiplier then in effect. Adjustments which result in a change of less than .1% (.001) shall be carried forward and included in the next adjustment, if any. The Multiplier resulting from any of the adjustments specified above shall be rounded at the Calculation Agent's discretion.

Settlement Value Security. The Multiplier for the new Settlement Value Security shall equal the product of the last value of the Multiplier with respect to the original Settlement Value Security and the number of shares of the new Settlement Value Security with respect to one share of the original Settlement Value Security. o If an ADR is no longer listed or admitted to trading on a United States securities exchange registered under the Securities Exchange Act of 1934 or is no longer a security quoted on The Nasdaq Stock Market, then the ADR shall be removed from the calculation of the Settlement Value, the foreign share underlying the ADR shall be deemed to be a new common stock and the Settlement Property shall include a number of shares of new common stock per outstanding Security equal to the Multiplier for the new common stock as a new Settlement Value Security. The initial Multiplier for that new Settlement Value Security shall equal the product of the last value of the Multiplier with respect to the original ADR and the number of underlying foreign shares represented by a single such ADR. o If a Settlement Value Security is subject to an extraordinary dividend or an extraordinary distribution, including upon liquidation or dissolution, of cash, equity securities that are not traded or listed on an exchange, quotation system or market, non-equity securities or other property of any kind which is received equally by all holders of such Settlement Value Security, then the Settlement Property shall include the following: o To the extent cash is entitled to be received, the Settlement Property shall include on each day after the time that the Settlement Value Security trades ex-dividend until the date the cash consideration is entitled to be received, the present value of the cash to be received per share of Settlement Value Security multiplied by the Multiplier for the Settlement Value Security on such day and by the number of Securities outstanding on such day, discounted at a rate equal to LIBOR, with a term beginning that day and ending on the date that the cash is entitled to be received (the "PV Extraordinary Cash Component"). When the cash consideration is received, the PV Extraordinary Cash Component shall be deleted from the Settlement Value and the Settlement Property shall include an amount of cash equal to the product of (1) the cash consideration per share of Settlement Value Security, (2) the Multiplier for the Settlement Value Security and (3) the number of Securities outstanding, each determined as of the time the holders of the Settlement Value Security are entitled to receive the cash consideration (the "Extraordinary Cash Component"), plus accrued interest. If the cash consideration received or entitled to be received is denominated in a foreign currency, such cash or the present value of such cash, as the case may be, shall be converted into U.S. dollars using the Official X.X. Reuters Spot Closing Rate at 11:00 a.m., New York City time. If there are several quotes for the Official X.X. Reuters Spot Closing Rate at that time, the first quoted rate starting at 11:00 a.m. shall be the rate used. If there is no such Official X.X. Reuters Spot Closing Rate for a country's currency at 11:00 a.m., New York City time, the foreign currency-denominated cash shall be converted into U.S. dollars using the last available U.S. dollar cross-rate quote before 11:00 a.m., New York City time. Interest shall accrue on the Extraordinary Cash Component beginning the first London Business Day after the day that holders of the Settlement Value Security are entitled to receive the Extraordinary Cash Component until the Stated Maturity Date (the "Extraordinary Cash Component Interest Accrual Period"). Interest shall accrue at a rate equal to LIBOR with a term corresponding to the Extraordinary Cash Component Interest Accrual Period. o To the extent that equity securities that are not traded or listed on an exchange, quotation system or market or non-equity securities or other property (other than cash) is received, the Calculation Agent shall determine the Fair Market Value of the securities or other property received per share of Settlement Value Security based on the Average Execution Price and the Settlement Property shall include an amount of cash equal to the product of (1) the Fair Market Value per Valueper share of Settlement Value Security , (2) the Multiplier for the Settlement Value Security and (3) the number of Securities outstanding (the "Extraordinary Sale Component"). The Multiplier and the number of Securities outstanding will be determined as of the time the holders of the Settlement Value Security are entitled to receive the securities or other property. The Settlement Property shall also include accrued interest on the Extraordinary Sale Component. Interest shall accrue beginning the first London Business Day after the day that an affiliate of Holdings sells the securities or other property used to hedge Holdings' obligations under the Securities until the Stated Maturity Date (the "Extraordinary Sale Component Interest Accrual Period"). Interest shall accrue at a rate equal to LIBOR with a term corresponding to the Extraordinary Sale Component Interest Accrual Period. o If similar corporate events occur with respect to the issuer of an equity security other than a Settlement Value Security, adjustments similar to the above will be made for that equity security. In addition, if any other corporate events occur with respect to the issuer of a Settlement Value Security, adjustments will be made to reflect the economic substance of such events. The payment of an ordinary cash dividend by an issuer of a Settlement Value Security, or if a Settlement Value Security is an ADR, by a foreign issuer of the underlying foreign share, from current income or retained earnings shall not result in an adjustment to the Multiplier. No adjustments of any Multiplier of a Settlement Value Security shall be required unless the adjustment would result in a change of at least .1% (.001) in the Multiplier then in effect. Adjustments which result in a change of less than .1% (.001) shall be carried forward and included in the next adjustment, if any. The Multiplier resulting from any of the adjustments specified above shall be rounded at the Calculation Agent's discretion.

Settlement Value Security. The Multiplier for the new Settlement Value Security shall equal the product of the last value of the Multiplier with respect to the original Settlement Value Security and the number of shares of the new Settlement Value Security with respect to one share of the original Settlement Value Security. o If an ADR is no longer listed or admitted to trading on a United States securities exchange registered under the Securities Exchange Act of 1934 or is no longer a security quoted on The Nasdaq Stock Market, then the ADR shall be removed from the calculation of the Settlement Value, the foreign share underlying the ADR shall be deemed to be a new common stock and the Settlement Property shall include a number of shares of new common stock per outstanding Security equal to the Multiplier for the new common stock as a new Settlement Value Security. The initial Multiplier for that new Settlement Value Security shall equal the product of the last value of the Multiplier with respect to the original ADR and the number of underlying foreign shares represented by a single such ADR. o If a Settlement Value Security is subject to an extraordinary dividend or an extraordinary distribution, including upon liquidation or dissolution, of cash, equity securities that are not traded or listed on an exchange, quotation system or market, non-equity securities or other property of any kind which is received equally by all holders of such Settlement Value Security, then the Settlement Property shall include the following: o To the extent cash is entitled to be received, the Settlement Property shall include on each day after the time that the Settlement Value Security trades ex-dividend until the date the cash consideration is entitled to be received, the present value of the cash to be received per share of Settlement Value Security multiplied by the Multiplier for the Settlement Value Security on such day and by the number of Securities outstanding on such day, discounted at a rate equal to LIBOR, with a term beginning that day and ending on the date that the cash is entitled to be received (the "PV Extraordinary Cash Component"). When the cash consideration is received, the PV Extraordinary Cash Component shall be deleted from the Settlement Value and the Settlement Property shall include an amount of cash equal to the product of (1) the cash consideration per share of Settlement Value Security, (2) the Multiplier for the Settlement Value Security and (3) the number of Securities outstanding, each determined as of the time the holders of the Settlement Value Security are entitled to receive the cash consideration (the "Extraordinary Cash Component"), plus accrued interest. If the cash consideration received or entitled to be received is denominated in a foreign currency, such cash or the present value of such cash, as the case may be, shall be converted into U.S. dollars using the Official X.X. W.M. Reuters Spot Closing Rate at 11:00 a.m., New York City Yorx Xxty time. If there are several quotes for the Official X.X. W.M. Reuters Spot Closing Rate at that time, the first quoted xxxted rate starting at 11:00 a.m. shall be the rate used. If there is no such Official X.X. W.M. Reuters Spot Closing Rate for a country's currency currxxxx at 11:00 a.m., New York City time, the foreign currency-denominated cash shall be converted into U.S. dollars using the last available U.S. dollar cross-rate quote before 11:00 a.m., New York City time. Interest shall accrue on the Extraordinary Cash Component beginning the first London Business Day after the day that holders of the Settlement Value Security are entitled to receive the Extraordinary Cash Component until the Stated Maturity Date (the "Extraordinary Cash Component Interest Accrual Period"). Interest shall accrue at a rate equal to LIBOR with a term corresponding to the Extraordinary Cash Component Interest Accrual Period. o To the extent that equity securities that are not traded or listed on an exchange, quotation system or market or non-equity securities or other property (other than cash) is received, the Calculation Agent shall determine the Fair Market Value of the securities or other property received per share of Settlement Value Security based on the Average Execution Price and the Settlement Property shall include an amount of cash equal to the product of (1) the Fair Market Value per share of Settlement Value Security , (2) the Multiplier for the Settlement Value Security and (3) the number of Securities outstanding (the "Extraordinary Sale Component"). The Multiplier and the number of Securities outstanding will be determined as of the time the holders of the Settlement Value Security are entitled to receive the securities or other property. The Settlement Property shall also include accrued interest on the Extraordinary Sale Component. Interest shall accrue beginning the first London Business Day after the day that an affiliate of Holdings sells the securities or other property used to hedge Holdings' obligations under the Securities until the Stated Maturity Date (the "Extraordinary Sale Component Interest Accrual Period"). Interest shall accrue at a rate equal to LIBOR with a term corresponding to the Extraordinary Sale Component Interest Accrual Period. o If similar corporate events occur with respect to the issuer of an equity security other than a Settlement Value Security, adjustments similar to the above will be made for that equity security. In addition, if any other corporate events occur with respect to the issuer of a Settlement Value Security, adjustments will be made to reflect the economic substance of such events. The payment of an ordinary cash dividend by an issuer of a Settlement Value Security, or if a Settlement Value Security is an ADR, by a foreign issuer of the underlying foreign share, from current income or retained earnings shall not result in an adjustment to the Multiplier. No adjustments of any Multiplier of a Settlement Value Security shall be required unless the adjustment would result in a change of at least .1% (.001) in the Multiplier then in effect. Adjustments which result in a change of less than .1% (.001) shall be carried forward and included in the next adjustment, if any. The Multiplier resulting from any of the adjustments specified above shall be rounded at the Calculation Agent's discretion.

Settlement Value Security. The Multiplier for the new Settlement Value Security shall equal the product of the last value of the Multiplier with respect to the original Settlement Value Security and the number of shares of the new Settlement Value Security with respect to one share of the original Settlement Value Security. o If an ADR is no longer listed or admitted to trading on a United States securities exchange registered under the Securities Exchange Act of 1934 or is no longer a security quoted on The Nasdaq Stock Market, then the ADR shall be removed from the calculation of the Settlement Value, the foreign share underlying the ADR shall be deemed to be a new common stock and the Settlement Property shall include a number of shares of new common stock per outstanding Security equal to the Multiplier for the new common stock as a new Settlement Value Security. The initial Multiplier for that new Settlement Value Security shall equal the product of the last value of the Multiplier with respect to the original ADR and the number of underlying foreign shares represented by a single such ADR. o If a Settlement Value Security is subject to an extraordinary dividend or an extraordinary distribution, including upon liquidation or dissolution, of cash, equity securities that are not traded or listed on an exchange, quotation system or market, non-equity securities or other property of any kind which is received equally by all holders of such Settlement Value Security, then the Settlement Property shall include the following: o To the extent cash is entitled to be received, the Settlement Property shall include on each day after the time that the Settlement Value Security trades ex-dividend until the date the cash consideration is entitled to be received, the present value of the cash to be received per share of Settlement Value Security multiplied by the Multiplier for the Settlement Value Security on such day and by the number of Securities outstanding on such day, discounted at a rate equal to LIBOR, with a term beginning that day and ending on the date that the cash is entitled to be received (the "PV Extraordinary Cash Component"). When the cash consideration is received, the PV Extraordinary Cash Component shall be deleted from the Settlement Value and the Settlement Property shall include an amount of cash equal to the product of (1) the cash consideration per share of Settlement Value Security, (2) the Multiplier for the Settlement Value Security and (3) the number of Securities outstanding, each determined as of the time the holders of the Settlement Value Security are entitled to receive the cash consideration (the "Extraordinary Cash Component"), plus accrued interest. If the cash consideration received or entitled to be received is denominated in a foreign currency, such cash or the present value of such cash, as the case may be, shall be converted into U.S. dollars using the Official X.X. Reuters Spot Closing Rate at 11:00 a.m., New York City time. If there are several quotes for the Official X.X. Reuters Spot Closing Rate at that time, the first quoted rate starting at 11:00 a.m. shall be the rate used. If there is no such Official X.X. Reuters Spot Closing Rate for a country's currency at 11:00 a.m., New York City time, the foreign currency-denominated cash shall be converted into U.S. dollars using the last available U.S. dollar cross-rate quote before 11:00 a.m., New York City time. Interest shall accrue on the Extraordinary Cash Component beginning the first London Business Day after the day that holders of the Settlement Value Security are entitled to receive the Extraordinary Cash Component until the Stated Maturity Date (the "Extraordinary Cash Component Interest Accrual Period"). Interest shall accrue at a rate equal to LIBOR with a term corresponding to the Extraordinary Cash Component Interest Accrual Period. o To the extent that equity securities that are not traded or listed on an exchange, quotation system or market or non-equity securities or other property (other than cash) is received, the Calculation Agent shall determine the Fair Market Value of the securities or other property received per share of Settlement Value Security based on the Average Execution Price and the Settlement Property shall include an amount of cash equal to the product of (1) the Fair Market Value per share of Settlement Value Security , (2) the Multiplier for the Settlement Value Security and (3) the number of Securities outstanding (the "Extraordinary Sale Component"). The Multiplier and the number of Securities outstanding will be determined as of the time the holders of the Settlement Value Security are entitled to receive the securities or other property. The Settlement Property shall also include accrued interest on the Extraordinary Sale Component. Interest shall accrue beginning the first London Business Day after the day that an affiliate of Holdings sells the securities or other property used to hedge Holdings' obligations under the Securities until the Stated Maturity Date (the "Extraordinary Sale Component Interest Accrual Period"). Interest shall accrue at a rate equal to LIBOR with a term corresponding to the Extraordinary Sale Component Interest Accrual Period. o If similar corporate events occur with respect to the issuer of an equity security other than a Settlement Value Security, adjustments similar to the above will be made for that equity security. In addition, if any other corporate events occur with respect to the issuer of a Settlement Value Security, adjustments will be made to reflect the economic substance of such events. The Unless otherwise specified in the relevant Pricing Supplement, the payment of an ordinary cash dividend by an issuer of a Settlement Value Security, or if a Settlement Value Security is an ADR, by a foreign issuer of the underlying foreign share, from current income or retained earnings shall not result in an adjustment to the Multiplier. No adjustments of any Multiplier of a Settlement Value Security shall be required unless the adjustment would result in a change of at least .1% (.001) in the Multiplier then in effect. Adjustments which result in a change of less than .1% (.001) shall be carried forward and included in the next adjustment, if any. The Multiplier resulting from any of the adjustments specified above shall be rounded at the Calculation Agent's discretion.