Common use of Interest on the Notes Clause in Contracts

Interest on the Notes. (a) The following terms and conditions shall apply to the determination of interest on a Note unless otherwise provided in the Note: (i) The Issuer will pay interest on a Note on each Interest Payment Date, commencing on the first Interest Payment Date next succeeding the Original Issue Date, and on the Stated Maturity or any prior date on which the principal, or an instalment of principal, of such Note becomes due or payable (the Stated Maturity or such prior date, as the case may be, is herein referred to as the "Maturity Date"); provided, however, that if the Original Issue Date falls between a Record Date and the related Interest Payment Date or on an Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date. Interest on such Note will accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment or, if no interest has been paid, from and including the Original Issue Date, to but excluding such Interest Payment Date or the Maturity Date, as the case may be. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. The interest so payable on any Interest Payment Date will be paid to the Holder of such Note at the close of business on the Record Date for such Interest Payment Date. Interest payable at the Maturity Date will be payable to the Person to whom the principal thereof shall be payable. (ii) Payments of principal of, and premium, if any, and interest on, a Note will be made to the Holder thereof in Canadian dollars regardless of the Specified Currency stated therein unless the Holder thereof makes the election described below. If the Specified Currency is other than Canadian dollars, the Exchange Rate Agent will convert all payments in respect thereof into Canadian dollars in the manner described below; provided, however, that the Holder may elect to receive payment of principal of and premium, if any, and/or interest on such note in the Specified Currency by submitting a written request for such payment to the Trustee at its principal office in the City of Toronto on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder may elect to receive payment in such Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. The election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Notwithstanding the foregoing, if the applicable Specified Currency is not available for the payment of principal, premium, if any, or interest with respect to such note due to the imposition of exchange controls·or other circumstances beyond the control of the Issuer, the Issuer will be entitled to satisfy its obligations to the Holder by making such payment in Canadian dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made in Canadian dollars under the circumstances set forth above where the required payment is in a Specified Currency other than Canadian dollars will not constitute a payment default under such Note or under the Master Indenture. All determinations referred to above made by the Issuer or its agent (including the Exchange Rate Agent) shall be at its sole discretion and shall, in the absence of manifest error, be conclusive and for all purposes binding on the Holder of such of a Note. (iii) Interest payments for a Note shall be computed and paid on the basis of: (i) a 360-day year of twelve 30-day months if the Day Count Convention specified therein is "30/360" for the relevant period, (ii) the actual number of days in the related month and a 360-day year if the Day Count Convention specified therein is "Actual/360" for the relevant period, (iii) the actual number of days in the related year and month if the· Day Count Convention specified therein is "Actual/ Actual" for the relevant period, or (iv) such other basis as may be specified in a Note. (iv) For the purpose only of disclosure required by the Interest Act (Canada) and without affecting the interest payable on a Note, the yearly rate of interest which is equivalent to the rate of interest payable on a Note where the Day Count Convention specified above is other than "Actual/Actual" is the rate of interest payable with respect to the Note multiplied by the nwnber of days in the year for which such calculation is made and divided by 360. (b) The following terms and conditions shall apply to the determination of interest on a Floating Rate Note unless otherwise provided in the Floating Rate Note: (i) A Floating Rate Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis specified therein: (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on the Floating Rate Note shall be payable shall be reset as of each Interest Reset Date specified therein; provided, however, that the interest rate in effect for the period from the Original Issue Date to but excluding the first Interest Reset Date will be the initial interest rate (the "Initial Interest Rate"). Notwithstanding the foregoing, if a Floating Rate Note is designated in such Note as having an Addendum attached, such note shall bear interest in accordance with the terms described in such Addendum. (ii) Interest payable on a Floating Rate Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include: (i) the BA Rate, (ii) LIBOR, (iii) the Cdn. Prime Rate, or (iv) such other Interest Rate Basis or interest rate formula as may be set forth therein and described in the applicable Addendum. (iii) The interest rate on a Floating Rate Note in effect on each day shall be the interest rate determined as of the most recent Interest Determination Date. (iv) The interest rate on a Floating Rate Note applicable to each Interest Reset Period commencing on the Interest Reset Date with respect to such Interest Reset Period will be the rate determined as of the applicable Interest Determination Date. Each Interest Rate Basis shall be the rate determined in accordance with the applicable provisions below. The rate of interest on a Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually, annually or pursuant to such other period as specified in the Floating Rate Note. Unless otherwise specified in the Floating Rate Note, the Interest Reset Date(s) will be, if the Interest Reset Period set forth in the Floating Rate Note is: (i) daily, each Business Day; (ii) weekly, the Wednesday of each week; (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year; (v) semi-annually, the third Wednesday of the two months specified in the Floating Rate Note; and (vi) annually, the third Wednesday of the month specified in the Floating Rate Note. If any Interest Reset Date (which term includes the first Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if an Interest Rate Basis shown therein is LIBOR and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. (v) Interest payable on a Floating Rate Note on any Interest Payment Date shall be the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid (or from and including the Original Issue Date specified therein, if no interest has been paid), to but excluding the related Interest Payment Date; provided, however, that interest payable at maturity will include interest accrued to but excluding the Maturity Date. Accrued interest on a Floating Rate Note is calculated by multiplying the face amount thereof by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor for each such day shall be computed by dividing the interest rate applicable to such day by 360 if the Interest Rate Basis specified in such note is LIBOR, or by the actual number of days in the year if the Interest Rate Basis specified in such note is the BA Rate or the Cdn. Prime Rate. (vi) A Floating Rate Note may also have either or both of the following: (i) a maximum numerical limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period; and (ii) a minimum numerical limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period. In addition to any maximum interest rate that may be applicable to a Floating Rate Note, the maximum interest rate that may be applicable to a Floating Rate Note will in no event be higher than the maximum rate permitted by the laws of Canada. (vii) Interest on a Floating Rate Note will be payable, where the rate of interest resets, unless otherwise specified in the Floating Rate Note: (i) daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified in the applicable Pricing Supplement; (ii) quarterly, on the third Wednesday of March, June, September and December of each year; (iii) semi-annually, on the third Wednesday of the months of each year specified in the Floating Rate Note; and (iv) annually, on the third Wednesday of the month specified in the Floating Rate Note and, in each case, on the Maturity Date (each, an "Interest Payment Date"). If any Interest Payment Date for a Floating Rate Note (other than the Maturity Date) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding day that is a Business Day, except that where LIBOR is the applicable Interest Rate Basis, if such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day. (viii) The "Interest Determination Date" with respect to the BA Rate and the Cdn. Prime Rate will be the applicable Interest Reset Date, and the "Interest Determination Date" with respect to LIBOR will be the second London Business Day immediately preceding the applicable Interest Reset Date. All calculations on a Floating Rate Note shall be made by the Calculation Agent. (ix) All percentages resulting from any calculation on a Floating Rate Note will be rounded to the nearest one-hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation will be rounded, in the case of United States or Canadian dollars, to the nearest cent or, in the case of a Specified Currency other than United States or Canadian dollars, to the nearest unit of the Specified Currency (such unit being the smallest unit of the Specified Currency in general use) (with one-half cent or one-half of the applicable unit of Specified Currency being rounded upward). (x) If an Interest Rate Basis for a Floating Rate Note is specified in such note as the "BA Rate", the "BA Rate" shall be determined on the applicable Interest Determination Date (the "BA Rate Interest Determination Date") as the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rates of interest for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note, as expressed on the Reuters CDOR page as of 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date for the applicable Interest Reset Period, if three or more bid rates appear on the Reuters CDOR page at any such time. If fewer than three bid rates appear on the Reuters CDOR page at any such time, the BA Rate shall be the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rate quotations for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note and that is representative of a single transaction in the market at such time, by the principal Toronto office of three of the five largest Schedule I Canadian chartered banks in the Canadian interbank market selected by the Issuer at approximately 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date. (xi) If an Interest Rate Basis for a Floating Rate Note is specified in such note as "LIBOR", "LIBOR" will be determined on the applicable Interest Determination Date (a "LIBOR Interest Determination Date"), on the basis of either: (i) if "LIBOR Reuters" is specified in such note as the method for calculating LIBOR, the arithmetic average of the offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in such note, that appear on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Detennination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (ii) if "LIBOR Telerate" is specified in such note as the method for calculating LIBOR or if neither "LIBOR Reuters" nor "LIBOR Telerate" is so specified, the rate for deposits in the Index Currency having the Index Maturity designated in such note, that appears on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Determination Date; provided, however, that if the Index Currency is the Euro, the LIBOR Interest Determination Date must occur on a day that the If fewer than two such offered rates appear, or TARGET System is open. if no such rate appears, as applicable, LIBOR in respect of the related LIBOR Interest Determination Date will be determined in accordance with the provisions described in the immediately succeeding paragraph. (xii) With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated LIBOR Page as specified in the immediately preceding paragraph, the Calculation Agent will request the principal. London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent (after consultation

Interest on the Notes. (a) The following terms and conditions shall apply to the determination of interest on a Note unless otherwise provided in the NoteNote or in the Pricing Supplement applicable thereto: (i) The Issuer Company will pay interest on a Note on each Interest Payment Date, commencing on the first Interest Payment Date next succeeding the Original Issue Date, and on the Stated Maturity or any prior date on which the principal, or an instalment of principal, of such Note becomes due or payable (the Stated Maturity or such prior date, as the case may be, is herein referred to as the "“Maturity Date"”); provided, however, that if the Original Issue Date falls between a Record Date and the related Interest Payment Date or on an Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date. Interest on such Note will accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment or, if no interest has been paid, from and including the Original Issue Date, to but excluding such Interest Payment Date or the Maturity Date, as the case may be. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. The interest so payable on any Interest Payment Date will be paid to the Holder of such Note at the close of business on the Record Date for such Interest Payment Date. Interest payable at the Maturity Date will be payable to the Person to whom the principal thereof shall be payable. (ii) Payments of principal of, and premium, if any, and interest on, a Note will be made to the Holder thereof in Canadian dollars regardless of the Specified Currency stated therein unless the Holder thereof makes the election described below. If the Specified Currency is other than Canadian dollars, the Exchange Rate Agent will convert all payments in respect thereof into Canadian dollars in the manner described below; provided, however, that the Holder may elect to receive payment of principal of and premium, if any, and/or interest on such note in the Specified Currency by submitting a written request for such payment to the Trustee at its principal office in the City of Toronto on or prior to the applicable Record Date or at least 15 fifteen (15) calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder may only elect to receive payment in such Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. The election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 fifteen (15) calendar days prior to the Maturity Date, as the case may be. Notwithstanding the foregoing, if the applicable Specified Currency is not available for the payment of principal, premium, if any, or interest with respect to such note due to the imposition of exchange controls·or controls or other circumstances beyond the control of the IssuerCompany, the Issuer Company will be entitled to satisfy its obligations to the Holder by making such payment in Canadian dollars on the basis of the Market Exchange Rate on the second (2nd) Business Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made in Canadian dollars under the circumstances set forth above where the required payment is in a Specified Currency other than Canadian dollars will not constitute a payment default under such Note or under the Master Principal Indenture. All determinations referred to above made by the Issuer Company or its agent (including the Exchange Rate Agent) shall be at its sole discretion and shall, in the absence of manifest error, be conclusive and for all purposes binding on the Holder of such of a Note. (iii) Interest payments for a Note shall be computed and paid on the basis of: : (i) a 360-day year of twelve 30-day months if the Day Count Convention specified therein is "“30/360" ” for the relevant period, (ii) the actual number of days in the related month and a 360-day year if the Day Count Convention specified therein is "“Actual/360" ” for the relevant period, (iii) the actual number of days in the related month and a 365-day year and month if the· the Day Count Convention specified therein is "Actual/ Actual" “Actual/365” for the relevant period, or (iv) such other basis as may be specified in a NoteNote or in the Pricing Supplement applicable thereto. (iv) For the purpose only of disclosure required by the Interest Act (Canada) and without affecting the interest payable on a Note, the yearly rate of interest which where it is equivalent necessary to the rate calculate any amount of interest payable on a Note based on a rate of interest for a period of less than one (1) full year, the year rate of interest to which such rate of interest is equivalent shall be (A) where the Day Count Convention specified above is other than "Actual/Actual" is “Actual/365”, the rate of interest payable with respect to the such Note multiplied by the nwnber number of days in the year for which such calculation is made and divided by 360, and (B) where the Day Count Convention specified above is “Actual/365”, the rate of interest payable with respect to such Note multiplied by the number of days in the year for which such calculation is made and divided by 365. (b) The following terms and conditions shall apply to the determination of interest payable on a Floating Rate Note unless otherwise provided in the Floating Rate NoteNote or in the Pricing Supplement applicable thereto: (i) A Floating Rate Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis specified therein: (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on the Floating Rate Note shall be payable shall be reset as of each Interest Reset Date specified therein; provided, however, that the interest rate in effect for the period from the Original Issue Date to but excluding the first Interest Reset Date will be the initial interest rate (the "“Initial Interest Rate"”). Notwithstanding the foregoing, if a Floating Rate Note is designated in such Note note as having an Addendum attached, such note Note shall bear interest in accordance with the terms described in such Addendum. (ii) Interest payable on a Floating Rate Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include: (i) the BA Rate, (ii) LIBOR, (iii) the Cdn. Prime Rate, or (iv) such other Interest Rate Basis or interest rate formula as may be set forth therein and described in the applicable Addendum. (iii) The interest rate on a Floating Rate Note in effect on each day shall be the interest rate determined as of the most recent Interest Determination Date. (iv) The interest rate payable on a Floating Rate Note applicable to each Interest Reset Period commencing on the Interest Reset Date with respect to such Interest Reset Period will be the rate determined as of the applicable Interest Determination Date. Each Interest Rate Basis shall be the rate determined in accordance with the applicable provisions below. The rate of interest on a Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually, annually or pursuant to such other period as specified in the Floating Rate NoteNote or in the Pricing Supplement applicable thereto. Unless otherwise specified in the Floating Rate NoteNote or in the Pricing Supplement applicable thereto, the Interest Reset Date(s) will be, if the Interest Reset Period set forth in the Floating Rate Note is: : (i) daily, each Business Day; (ii) weekly, the Wednesday of each week; (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year; (v) semi-annually, the third Wednesday of the two months specified in the Floating Rate Note; and (vi) annually, the third Wednesday of the month specified in the Floating Rate Note. If any Interest Reset Date (which term includes the first Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if an Interest Rate Basis shown therein is LIBOR and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. (v) Interest payable on a Floating Rate Note on any Interest Payment Date shall be the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid (or from and including the Original Issue Date specified therein, if no interest has been paid), to but excluding the related Interest Payment Date; provided, however, that interest payable at maturity will include interest accrued to but excluding the Maturity Date. Accrued interest on a Floating Rate Note is calculated by multiplying the face amount thereof by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor for each such day shall be computed by dividing the interest rate applicable to such day by 360 if the Interest Rate Basis specified in such note is LIBOR, or by the actual number of days in the year if the Interest Rate Basis specified in such note is the BA Rate or the Cdn. Prime Rate. (vi) A Floating Rate Note may also have either or both of the following: (i) a maximum numerical limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period; and (ii) a minimum numerical limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period. In addition to any maximum interest rate that may be applicable to a Floating Rate Note, the maximum interest rate that may be applicable to a Floating Rate Note will in no event be higher than the maximum rate permitted by the laws of Canada. (vii) Interest on a Floating Rate Note will be payable, where the rate of interest resets, unless otherwise specified in the Floating Rate Note: (i) daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified in the applicable Pricing Supplement; (ii) quarterly, on the third Wednesday of March, June, September and December of each year; (iii) semi-annually, on the third Wednesday of the months of each year specified in the Floating Rate Note; and (iv) annually, on the third Wednesday of the month specified in the Floating Rate Note and, in each case, on the Maturity Date (each, an "Interest Payment Date"). If any Interest Payment Date for a Floating Rate Note (other than the Maturity Date) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding day that is a Business Day, except that where LIBOR is the applicable Interest Rate Basis, if such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day. (viii) The "Interest Determination Date" with respect to the BA Rate and the Cdn. Prime Rate will be the applicable Interest Reset Date, and the "Interest Determination Date" with respect to LIBOR will be the second London Business Day immediately preceding the applicable Interest Reset Date. All calculations on a Floating Rate Note shall be made by the Calculation Agent. (ix) All percentages resulting from any calculation on a Floating Rate Note will be rounded to the nearest one-hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation will be rounded, in the case of United States or Canadian dollars, to the nearest cent or, in the case of a Specified Currency other than United States or Canadian dollars, to the nearest unit of the Specified Currency (such unit being the smallest unit of the Specified Currency in general use) (with one-half cent or one-half of the applicable unit of Specified Currency being rounded upward). (x) If an Interest Rate Basis for a Floating Rate Note is specified in such note as the "BA Rate", the "BA Rate" shall be determined on the applicable Interest Determination Date (the "BA Rate Interest Determination Date") as the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rates of interest for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note, as expressed on the Reuters CDOR page as of 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date for the applicable Interest Reset Period, if three or more bid rates appear on the Reuters CDOR page at any such time. If fewer than three bid rates appear on the Reuters CDOR page at any such time, the BA Rate shall be the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rate quotations for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note and that is representative of a single transaction in the market at such time, by the principal Toronto office of three of the five largest Schedule I Canadian chartered banks in the Canadian interbank market selected by the Issuer at approximately 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date. (xi) If an Interest Rate Basis for a Floating Rate Note is specified in such note as "LIBOR", "LIBOR" will be determined on the applicable Interest Determination Date (a "LIBOR Interest Determination Date"), on the basis of either: (i) if "LIBOR Reuters" is specified in such note as the method for calculating LIBOR, the arithmetic average of the offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in such note, that appear on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Detennination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (ii) if "LIBOR Telerate" is specified in such note as the method for calculating LIBOR or if neither "LIBOR Reuters" nor "LIBOR Telerate" is so specified, the rate for deposits in the Index Currency having the Index Maturity designated in such note, that appears on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Determination Date; provided, however, that if the Index Currency is the Euro, the LIBOR Interest Determination Date must occur on a day that the If fewer than two such offered rates appear, or TARGET System is open. if no such rate appears, as applicable, LIBOR in respect of the related LIBOR Interest Determination Date will be determined in accordance with the provisions described in the immediately succeeding paragraph. (xii) With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated LIBOR Page as specified in the immediately preceding paragraph, the Calculation Agent will request the principal. London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent (after consultation ;

Interest on the Notes. (a) The following terms and conditions shall apply Interest Payment Dates for Floating Rate Notes Each floating rate note (a “Floating Rate Note”) bears interest on its outstanding nominal amount from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the determination Rate of Interest, such interest on a Note unless otherwise provided being payable in the Note: (i) The Issuer will pay interest on a Note arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Section 3.12. Such Interest Payment Date(s) is/are either specified in this Indenture, commencing on supplemental indenture, the first Notes or the applicable Final Terms for any particular Series (“Specified Interest Payment Date”) or, if no Specified Interest Payment Date(s) is/are shown, Interest Payment Date next succeeding shall mean each date which falls the Original Issue Date, and on the Stated Maturity number of months or any prior date on which the principal, or an instalment of principal, of such Note becomes due or payable (the Stated Maturity or such prior date, other period shown as the case may be, is herein referred to as Interest Period after the "Maturity Date"); provided, however, that if the Original Issue Date falls between a Record Date and the related Interest Payment Date or on an Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date. Interest on such Note will accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment or, if no interest has been paid, from and including the Original Issue Date, to but excluding such Interest Payment Date or the Maturity Date, as the case may be. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. The interest so payable on any Interest Payment Date will be paid to the Holder of such Note at the close of business on the Record Date for such Interest Payment Date. Interest payable at the Maturity Date will be payable to the Person to whom the principal thereof shall be payable. (ii) Payments of principal of, and premium, if any, and interest on, a Note will be made to the Holder thereof in Canadian dollars regardless of the Specified Currency stated therein unless the Holder thereof makes the election described below. If the Specified Currency is other than Canadian dollars, the Exchange Rate Agent will convert all payments in respect thereof into Canadian dollars in the manner described below; provided, however, that the Holder may elect to receive payment of principal of and premium, if any, and/or interest on such note in the Specified Currency by submitting a written request for such payment to the Trustee at its principal office in the City of Toronto on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder may elect to receive payment in such Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. The election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Notwithstanding the foregoing, if the applicable Specified Currency is not available for the payment of principal, premium, if any, or interest with respect to such note due to the imposition of exchange controls·or other circumstances beyond the control of the Issuer, the Issuer will be entitled to satisfy its obligations to the Holder by making such payment in Canadian dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made in Canadian dollars under the circumstances set forth above where the required payment is in a Specified Currency other than Canadian dollars will not constitute a payment default under such Note or under the Master Indenture. All determinations referred to above made by the Issuer or its agent (including the Exchange Rate Agent) shall be at its sole discretion and shall, in the absence of manifest error, be conclusive and for all purposes binding on the Holder of such of a Note. (iii) Interest payments for a Note shall be computed and paid on the basis of: (i) a 360-day year of twelve 30-day months if the Day Count Convention specified therein is "30/360" for the relevant period, (ii) the actual number of days in the related month and a 360-day year if the Day Count Convention specified therein is "Actual/360" for the relevant period, (iii) the actual number of days in the related year and month if the· Day Count Convention specified therein is "Actual/ Actual" for the relevant period, or (iv) such other basis as may be specified in a Note. (iv) For the purpose only of disclosure required by the Interest Act (Canada) and without affecting the interest payable on a Note, the yearly rate of interest which is equivalent to the rate of interest payable on a Note where the Day Count Convention specified above is other than "Actual/Actual" is the rate of interest payable with respect to the Note multiplied by the nwnber of days in the year for which such calculation is made and divided by 360. (b) The following terms and conditions shall apply to the determination of interest on a Floating Rate Note unless otherwise provided in the Floating Rate Note: (i) A Floating Rate Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis specified therein: (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on the Floating Rate Note shall be payable shall be reset as of each Interest Reset Date specified therein; provided, however, that the interest rate in effect for the period from the Original Issue Date to but excluding the first Interest Reset Date will be the initial interest rate (the "Initial Interest Rate"). Notwithstanding the foregoing, if a Floating Rate Note is designated in such Note as having an Addendum attached, such note shall bear interest in accordance with the terms described in such Addendum. (ii) Interest payable on a Floating Rate Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include: (i) the BA Rate, (ii) LIBOR, (iii) the Cdn. Prime Rate, or (iv) such other Interest Rate Basis or interest rate formula as may be set forth therein and described in the applicable Addendum. (iii) The interest rate on a Floating Rate Note in effect on each day shall be the interest rate determined as of the most recent Interest Determination Date. (iv) The interest rate on a Floating Rate Note applicable to each Interest Reset Period commencing on the Interest Reset Date with respect to such Interest Reset Period will be the rate determined as of the applicable Interest Determination Date. Each Interest Rate Basis shall be the rate determined in accordance with the applicable provisions below. The rate of interest on a Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually, annually or pursuant to such other period as specified in the Floating Rate Note. Unless otherwise specified in the Floating Rate Note, the Interest Reset Date(s) will be, if the Interest Reset Period set forth in the Floating Rate Note is: (i) daily, each Business Day; (ii) weekly, the Wednesday of each week; (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year; (v) semi-annually, the third Wednesday of the two months specified in the Floating Rate Note; and (vi) annually, the third Wednesday of the month specified in the Floating Rate Note. If any Interest Reset Date (which term includes the first Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if an Interest Rate Basis shown therein is LIBOR and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. (v) Interest payable on a Floating Rate Note on any Interest Payment Date shall be the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid (or from and including the Original Issue Date specified therein, if no interest has been paid), to but excluding the related Interest Payment Date; provided, however, that interest payable at maturity will include interest accrued to but excluding the Maturity Date. Accrued interest on a Floating Rate Note is calculated by multiplying the face amount thereof by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor for each such day shall be computed by dividing the interest rate applicable to such day by 360 if the Interest Rate Basis specified in such note is LIBOR, or by the actual number of days in the year if the Interest Rate Basis specified in such note is the BA Rate or the Cdn. Prime Rate. (vi) A Floating Rate Note may also have either or both of the following: (i) a maximum numerical limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period; and (ii) a minimum numerical limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period. In addition to any maximum interest rate that may be applicable to a Floating Rate Note, the maximum interest rate that may be applicable to a Floating Rate Note will in no event be higher than the maximum rate permitted by the laws of Canada. (vii) Interest on a Floating Rate Note will be payable, where the rate of interest resets, unless otherwise specified in the Floating Rate Note: (i) daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified in the applicable Pricing Supplement; (ii) quarterly, on the third Wednesday of March, June, September and December of each year; (iii) semi-annually, on the third Wednesday of the months of each year specified in the Floating Rate Note; and (iv) annually, on the third Wednesday of the month specified in the Floating Rate Note and, in each case, on the Maturity Date (each, an "Interest Payment Date"). If any Interest Payment Date for a Floating Rate Note (other than the Maturity Date) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding day that is a Business Day, except that where LIBOR is the applicable Interest Rate Basis, if such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day. (viii) The "Interest Determination Date" with respect to the BA Rate and the Cdn. Prime Rate will be the applicable Interest Reset Date, and the "Interest Determination Date" with respect to LIBOR will be the second London Business Day immediately preceding the applicable Interest Reset Date. All calculations on a Floating Rate Note shall be made by the Calculation Agent. (ix) All percentages resulting from any calculation on a Floating Rate Note will be rounded to the nearest one-hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation will be rounded, in the case of United States or Canadian dollars, to the nearest cent or, in the case of a Specified Currency other than United States or Canadian dollarsthe first Interest Payment Date, to after the nearest unit of the Specified Currency (such unit being the smallest unit of the Specified Currency in general use) (with one-half cent or one-half of the applicable unit of Specified Currency being rounded upward)Interest Commencement Date. (xb) If an Rate of Interest for Fixed Rate Basis for Notes Each fixed rate note (a Floating “Fixed Rate Note is specified in such note as Note”) bears interest on its outstanding nominal amount from the "BA Rate", the "BA Rate" shall be determined on the applicable Interest Determination Commencement Date (the "BA Rate Interest Determination Date") as at the rate per annum (based on expressed as a year of 365 or 366 dayspercentage) equal to the arithmetic average rounded to the fifth decimal place (with .000005 Rate of Interest, such interest being rounded up) of the bid rates payable in arrear on each Interest Payment Date. The amount of interest for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note, as expressed on the Reuters CDOR page as of 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date for the applicable Interest Reset Period, if three or more bid rates appear on the Reuters CDOR page at any such time. If fewer than three bid rates appear on the Reuters CDOR page at any such time, the BA Rate payable shall be the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rate quotations for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note and that is representative of a single transaction in the market at such time, by the principal Toronto office of three of the five largest Schedule I Canadian chartered banks in the Canadian interbank market selected by the Issuer at approximately 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date. (xi) If an Interest Rate Basis for a Floating Rate Note is specified in such note as "LIBOR", "LIBOR" will be determined on the applicable Interest Determination Date (a "LIBOR Interest Determination Date"), on the basis of either: (i) if "LIBOR Reuters" is specified in such note as the method for calculating LIBOR, the arithmetic average of the offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in such note, that appear on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Detennination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (ii) if "LIBOR Telerate" is specified in such note as the method for calculating LIBOR or if neither "LIBOR Reuters" nor "LIBOR Telerate" is so specified, the rate for deposits in the Index Currency having the Index Maturity designated in such note, that appears on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Determination Date; provided, however, that if the Index Currency is the Euro, the LIBOR Interest Determination Date must occur on a day that the If fewer than two such offered rates appear, or TARGET System is open. if no such rate appears, as applicable, LIBOR in respect of the related LIBOR Interest Determination Date will be determined in accordance with the provisions described in the immediately succeeding paragraphSection 3.12. (xiic) With Rate of Interest for Floating Rate Notes The Rate of Interest in respect to a LIBOR of Floating Rate Notes for each Interest Determination Date on which fewer than two offered rates appearPeriod shall be determined in the manner specified in this Indenture, supplemental indenture, the Notes or no rate appears, as the case may be, on the applicable Designated LIBOR Page as specified in Final Terms for any particular Series, and the immediately preceding paragraphprovisions below relating to any of ISDA Determination, the Calculation Agent will request the principal. London offices of each of four major reference banks in the London interbank marketScreen Rate Determination or Linear Interpolation shall apply, as selected by the Calculation Agent depending upon which is so specified. (after consultation i) ISDA Determination for Floating Rate Notes

Interest on the Notes. (a) The following terms and conditions shall apply to the determination of interest on a Note unless otherwise provided in the Note: (i) The Issuer will pay interest on a Note on each Interest Payment Date, commencing on the first Interest Payment Date next succeeding the Original Issue Date, and on the Stated Maturity or any prior date on which the principal, or an instalment of principal, of such Note becomes due or payable (the Stated Maturity or such prior date, as the case may be, is herein referred to as the "Maturity Date"); provided, however, that if the Original Issue Date falls between a Record Date and the related Interest Payment Date or on an Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date. Interest on such Note will accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment or, if no interest has been paid, from and including the Original Issue Date, to but excluding such Interest Payment Date or the Maturity Date, as the case may be. If any Interest Payment Date ▇▇▇▇ or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. The interest so payable on any Interest Payment Date will be paid to the Holder of such Note at the close of business on the Record Date for such Interest Payment Date. Interest payable at the Maturity Date will be payable to the Person to whom the principal thereof shall be payable. (ii) Payments of principal of, and premium, if any, and interest on, a Note will be made to the Holder thereof in Canadian dollars regardless of the Specified Currency stated therein unless the Holder thereof makes the election described below. If the Specified Currency is other than Canadian dollars, the Exchange Rate Agent will convert all payments in respect thereof into Canadian dollars in the manner described below; provided, however, that the Holder may elect to receive payment of principal of and premium, if any, and/or interest on such note in the Specified Currency by submitting a written request for such payment to the Trustee at its principal office in the City of Toronto on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder may elect to receive payment in such Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. The election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Notwithstanding the foregoing, if the applicable Specified Currency is not available for the payment of principal, premium, ,if any, or interest with respect to such note due to the imposition of exchange controls·or controls or other circumstances beyond the control of the Issuer, the Issuer will be entitled to satisfy its obligations to the Holder by making such payment in Canadian dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made in Canadian dollars under the circumstances set forth above where the required payment is in a Specified Currency other than Canadian dollars will not constitute a payment default under such Note or under the Master Indenture. All determinations referred to above made by the Issuer or its agent (including the Exchange Rate Agent) shall be at its sole discretion and shall, in the absence of manifest error, be conclusive and for all purposes binding on the Holder of such of a Note. (iii) Interest payments for a Note shall be computed and paid on the basis of: (i) a 360-day year of twelve 30-day months if the Day Count Convention specified therein is "30/360" for the relevant period, (ii) the actual number of days in the related month and a 360-day year if the Day Count Convention specified therein is "Actual/360" for the relevant period, (iii) the actual number of days in the related year and month if the· the Day Count Convention specified therein is "Actual/ Actual" for the relevant period, or (iv) such other basis as may be specified in a Note. (iv) For the purpose only of disclosure required by the Interest Act (Canada) and without affecting the interest payable on a Note, the yearly rate of interest which is equivalent to the rate of interest payable on a Note where the Day Count Convention specified above is other than "Actual/Actual" is the rate of interest payable with respect to the Note multiplied by the nwnber number of days in the year for which such calculation is made and divided by 360. (b) The following terms and conditions shall apply to the determination of interest on a Floating Rate Note unless otherwise provided in the Floating Rate Note: (i) A Floating Rate Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis specified therein: (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on the Floating Rate Note shall be payable shall be reset as of each Interest Reset Date specified therein; provided, however, that the interest rate in effect for the period from the Original Issue Date to but excluding the first Interest Reset Date will be the initial interest rate (the "Initial Interest Rate"). Notwithstanding the foregoing, if a Floating Rate Note is designated in such Note as having an Addendum attached, such note shall bear interest in accordance with the terms described in such Addendum. (ii) Interest payable on a Floating Rate Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include: (i) the BA Rate, (ii) LIBOR, (iii) the Cdn. Prime Rate, or (iv) such other Interest Rate Basis or interest rate formula as may be set forth therein and described in the applicable Addendum. (iii) The interest rate on a Floating Rate Note in effect on each day shall be the interest rate determined as of the most recent Interest Determination Date. (iv) The interest rate on a Floating Rate Note applicable to each Interest Reset Period commencing on the Interest Reset Date with respect to such Interest Reset Period will be the rate determined as of the applicable Interest Determination Date. Each Interest Rate Basis shall be the rate determined in accordance with the applicable provisions below. The rate of interest on a Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually, annually or pursuant to such other period as specified in the Floating Rate Note. Unless otherwise specified in the Floating Rate Note, the Interest Reset Date(s) will be, if the Interest Reset Period set forth in the Floating Rate Note is: (i) daily, each Business Day; ; (ii) weekly, the Wednesday of each week; (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year; (v) semi-annually, the third Wednesday of the two months specified in the Floating Rate Note; and (vi) annually, the third Wednesday of the month specified in the Floating Rate Note. If any Interest Reset Date (which term includes the first Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if an Interest Rate Basis shown therein is LIBOR and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. (v) Interest payable on a Floating Rate Note on any Interest Payment Date shall be the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid (or from and including the Original Issue Date specified therein, if no interest has been paid), to but excluding the related Interest Payment Date; provided, however, that interest payable at maturity will include interest accrued to but excluding the Maturity Date. Accrued interest on a Floating Rate Note is calculated by multiplying the face amount thereof by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor for each such day shall be computed by dividing the interest rate applicable to such day by 360 if the Interest Rate Basis specified in such note is LIBOR, or by the actual number of days in the year if the Interest Rate Basis specified in such note is the BA Rate or the Cdn. Prime Rate. (vi) A Floating Rate Note may also have either or both of the following: (i) a maximum numerical limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period; and (ii) a minimum numerical limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period. In addition to any maximum interest rate that may be applicable to a Floating Rate Note, the maximum interest rate that may be applicable to a Floating Rate Note will in no event be higher than the maximum rate permitted by the laws of Canada. (vii) Interest on a Floating Rate Note will be payable, where the rate of interest resets, unless otherwise specified in the Floating Rate Note: (i) daily, weekly or monthly, on the third Wednesday of each month or on the third third· Wednesday of March, June, September and December of each year, as specified in the applicable Pricing Supplement; (ii) quarterly, on the third Wednesday of March, June, September and December of each year; (iii) semi-annually, on the third Wednesday of the months of each year specified in the Floating Rate Note; and (iv) annually, on the third Wednesday of the month specified in the Floating Rate Note and, in each case, on the Maturity Date (each, an "Interest Payment Date"). If any Interest Payment Date for a Floating Rate Note (other than the Maturity Date) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding day that is a Business Day, except that where LIBOR is the applicable Interest Rate Basis, if such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day. (viii) The "Interest Determination Date" with respect to the BA Rate and the Cdn. Prime Rate will be the applicable Interest Reset Date, and the "Interest Determination Date" with respect to LIBOR will be the second London Business Day immediately preceding the applicable Interest Reset Date. All calculations on a Floating Rate Note shall be made by the Calculation Agent. (ix) All percentages resulting from any calculation on a Floating Rate Note will be rounded to the nearest one-hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation will be rounded, in the case of United States or Canadian dollars, to the nearest cent or, in the case of a Specified Currency other than United States or Canadian dollars, to the nearest unit of the Specified Currency (such unit being the smallest unit of the Specified Currency in general use) (with one-half cent or one-half of the applicable unit of Specified Currency being rounded upward). (x) If an Interest Rate Basis for a Floating Rate Note is specified in such note as the "BA Rate", the "BA Rate" shall be determined on the applicable Interest Determination Date (the "BA Rate Interest Determination Date") as the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rates of interest for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note, as expressed on the Reuters CDOR page as of 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date for the applicable Interest Reset Period, if three or more bid rates appear on the Reuters CDOR page at any such time. If fewer than three bid rates appear on the Reuters CDOR page at any such time, the BA Rate shall be the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rate quotations for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note and that is representative of a single transaction in the market at such time, by the principal Toronto office of three of the five largest Schedule I Canadian chartered banks in the Canadian interbank market selected by the Issuer at approximately 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date. (xi) If an Interest Rate Basis for a Floating Rate Note is specified in such note as "LIBOR", "LIBOR" will be determined on the applicable Interest Determination Date (a "LIBOR Interest Determination Date"), on the basis of either: (i) if "LIBOR Reuters" is specified in such note as the method for calculating LIBOR, the arithmetic average of the offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in such note, that appear on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Detennination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (ii) if "LIBOR Telerate" is specified in such note as the method for calculating LIBOR or if neither "LIBOR Reuters" nor "LIBOR Telerate" is so specified, the rate for deposits in the Index Currency having the Index Maturity designated in such note, that appears on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Determination Date; provided, however, that if the Index Currency is the Euro, the LIBOR Interest Determination Date must occur on a day that the If fewer than two such offered rates appear, or TARGET System is open. if no such rate appears, as applicable, LIBOR in respect of the related LIBOR Interest Determination Date will be determined in accordance with the provisions described in the immediately succeeding paragraph. (xii) With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated LIBOR Page as specified in the immediately preceding paragraph, the Calculation Agent will request the principal. London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent (after consultation e.g..

Interest on the Notes. The Notes shall bear interest (a"INTEREST") The following terms at a rate of 8.0% per annum, which shall be cumulative, accrue daily from the date of issuance of the Notes (the "ISSUANCE DATE") and conditions shall apply to be payable on June 30, September 30, December 31 and March 31 of each year until the determination of interest on a Note unless otherwise provided in the Note: Maturity Date (i) The Issuer will pay interest on a Note on each Interest Payment Date, commencing on the first an "INTEREST PAYMENT DATE"). If an Interest Payment Date next succeeding the Original Issue Date, and on the Stated Maturity or any prior date on which the principal, or an instalment of principal, of such Note becomes due or payable (the Stated Maturity or such prior date, as the case may be, is herein referred to as the "Maturity Date"); provided, however, that if the Original Issue Date falls between a Record Date and the related Interest Payment Date or on an Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date. Interest on such Note will accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment or, if no interest has been paid, from and including the Original Issue Date, to but excluding such Interest Payment Date or the Maturity Date, as the case may be. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, Day (as defined below) then the required payment of principal, premium, if any, and/or interest will Interest shall be made due and payable on the next succeeding Business Day as if made on immediately following the date such payment was due, and no interest shall accrue on such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. The interest so payable on any Interest Payment Date will be paid to the Holder of such Note at the close of business on the Record Date for such Interest Payment Date. Interest shall be payable in cash or, at the Maturity Date will option of the Company, in shares of Common Stock based on the Interest Conversion Price (as defined below) on the Interest Payment Date; provided that the Interest which accrued during any period shall be payable in shares of Common Stock only if the Company provides written notice ("INTEREST ELECTION NOTICE") to the Person to whom the principal thereof shall be payable. (ii) Payments each holder of principal of, and premium, if any, and interest on, a Note will be made to the Holder thereof in Canadian dollars regardless of the Specified Currency stated therein unless the Holder thereof makes the election described below. If the Specified Currency is other than Canadian dollars, the Exchange Rate Agent will convert all payments in respect thereof into Canadian dollars in the manner described below; provided, however, that the Holder may elect to receive payment of principal of and premium, if any, and/or interest on such note in the Specified Currency by submitting a written request for such payment to the Trustee at its principal office in the City of Toronto on or prior to the applicable Record Date or Notes at least 15 calendar 10 days prior to the Maturity Interest Payment Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder may elect to receive payment in such Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. The election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Notwithstanding the foregoing, the Company must pay such Interest in cash if the applicable Specified Currency is not available for the payment (a) any event constituting an Event of principal, premium, if anyDefault, or interest an event that with respect to such note due to the imposition passage of exchange controls·or other circumstances beyond time would constitute an Event of Default if not cured, has occurred and is continuing on the control date of the IssuerCompany's Interest Election Notice or on the Interest Payment Date, unless otherwise consented to in writing by the Issuer will be holder of Notes entitled to satisfy its obligations to the Holder by making receive such payment in Canadian dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made in Canadian dollars under the circumstances set forth above where the required payment is in a Specified Currency other than Canadian dollars will not constitute a payment default under such Note or under the Master Indenture. All determinations referred to above made by the Issuer or its agent (including the Exchange Rate Agent) shall be at its sole discretion and shall, in the absence of manifest error, be conclusive and for all purposes binding on the Holder of such of a Note. (iii) Interest payments for a Note shall be computed and paid on the basis of: (i) a 360-day year of twelve 30-day months if the Day Count Convention specified therein is "30/360" for the relevant period, (ii) the actual number of days in the related month and a 360-day year if the Day Count Convention specified therein is "Actual/360" for the relevant period, (iii) the actual number of days in the related year and month if the· Day Count Convention specified therein is "Actual/ Actual" for the relevant periodInterest, or (ivb) such other basis as may be specified in a Note. (iv) For the purpose only of disclosure required Registration Statement has not been declared effective by the SEC on or before the Interest Act (Canada) Payment Date. Any accrued and without affecting the interest payable on a Note, the yearly rate of unpaid interest which is equivalent to not paid (in stock or cash as applicable) within five (5) Business Days after the rate of Interest Payment Date for such accrued and unpaid interest payable on a Note where the Day Count Convention specified above is other than "Actual/Actual" is the rate of interest payable with respect to the Note multiplied by the nwnber of days in the year for which such calculation is made and divided by 360. (b) The following terms and conditions shall apply to the determination of interest on a Floating Rate Note unless otherwise provided in the Floating Rate Note: (i) A Floating Rate Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis specified therein: (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on the Floating Rate Note shall be payable shall be reset as of each Interest Reset Date specified therein; provided, however, that the interest rate in effect for the period 15% per annum from the Original Issue Date to but excluding the first Interest Reset Date will be the initial interest rate (the "Initial Interest Rate"). Notwithstanding the foregoing, if a Floating Rate Note is designated in such Note as having an Addendum attached, such note shall bear interest in accordance with the terms described in such Addendum. (ii) Interest payable on a Floating Rate Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include: (i) the BA Rate, (ii) LIBOR, (iii) the Cdn. Prime Rate, or (iv) such other Interest Rate Basis or interest rate formula as may be set forth therein and described in the applicable Addendum. (iii) The interest rate on a Floating Rate Note in effect on each day shall be the interest rate determined as of the most recent Interest Determination Date. (iv) The interest rate on a Floating Rate Note applicable to each Interest Reset Period commencing on the Interest Reset Date with respect to such Interest Reset Period will be the rate determined as of the applicable Interest Determination Date. Each Interest Rate Basis shall be the rate determined in accordance with the applicable provisions below. The rate of interest on a Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually, annually or pursuant to such other period as specified in the Floating Rate Note. Unless otherwise specified in the Floating Rate Note, the Interest Reset Date(s) will be, if the Interest Reset Period set forth in the Floating Rate Note is: (i) daily, each Business Day; (ii) weekly, the Wednesday of each week; (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year; (v) semi-annually, the third Wednesday of the two months specified in the Floating Rate Note; and (vi) annually, the third Wednesday of the month specified in the Floating Rate Note. If any Interest Reset Date (which term includes the first Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if an Interest Rate Basis shown therein is LIBOR and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. (v) Interest payable on a Floating Rate Note on any Interest Payment Date shall be the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid (or from and including the Original Issue Date specified therein, if no interest has been paid), to but excluding the related Interest Payment Date; provided, however, that interest payable at maturity will include interest accrued to but excluding the Maturity Date. Accrued interest on a Floating Rate Note is calculated by multiplying the face amount thereof by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor for each such day shall be computed by dividing the interest rate applicable to such day by 360 if the Interest Rate Basis specified in such note is LIBOR, or by the actual number of days in the year if the Interest Rate Basis specified in such note is the BA Rate or the Cdn. Prime Rate. (vi) A Floating Rate Note may also have either or both of the following: (i) a maximum numerical limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period; and (ii) a minimum numerical limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period. In addition to any maximum interest rate that may be applicable to a Floating Rate Note, the maximum interest rate that may be applicable to a Floating Rate Note will in no event be higher than the maximum rate permitted by the laws of Canada. (vii) Interest on a Floating Rate Note will be payable, where the rate of interest resets, unless otherwise specified in the Floating Rate Note: (i) daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified in the applicable Pricing Supplement; (ii) quarterly, on the third Wednesday of March, June, September and December of each year; (iii) semi-annually, on the third Wednesday of the months of each year specified in the Floating Rate Note; and (iv) annually, on the third Wednesday of the month specified in the Floating Rate Note and, in each case, on the Maturity Date (each, an "Interest Payment Date"). If any Interest Payment Date for a Floating Rate Note (other than the Maturity Date) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to until the next succeeding day that same is a Business Daypaid in full (the "DEFAULT INTEREST"). For purposes of this Agreement, except that where LIBOR is the applicable Interest Rate Basis, if such Business Day falls "INTEREST CONVERSION PRICE" means the average Closing Bid Price (as defined in the next succeeding calendar month, such Interest Payment Date will be Certificate of Designations) of the Common Stock for the (5) five trading days immediately preceding Business Daythe Interest Election Notice. If the Maturity Date average of a Floating Rate Note falls the Closing Bid Prices of the Common Stock used to determine the number of shares of Common Stock required to pay interest on a day that the Notes with respect to any interest payment is not a Business Daymore than the average of the Closing Bid Prices of the Common Stock for the five (5) consecutive Trading Days immediately following the Interest Payment Date, the required payment Company shall pay to the recipient of principalsuch shares, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after the Maturity Date or prior to the date of such payment on that is ten (10) Trading Days after the next succeeding Business Day. (viii) The "Interest Determination Date" with respect to the BA Rate and the Cdn. Prime Rate will be the applicable Interest Reset Payment Date, and the "Interest Determination Date" with respect to LIBOR will be the second London Business Day immediately preceding the applicable Interest Reset Date. All calculations on a Floating Rate Note shall be made by the Calculation Agent. (ix) All percentages resulting from any calculation on a Floating Rate Note will be rounded to the nearest one-hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used an amount in or resulting from such calculation will be rounded, in the case of United States or Canadian dollars, to the nearest cent or, in the case of a Specified Currency other than United States or Canadian dollars, to the nearest unit of the Specified Currency (such unit being the smallest unit of the Specified Currency in general use) (with one-half cent or one-half of the applicable unit of Specified Currency being rounded upward). (x) If an Interest Rate Basis for a Floating Rate Note is specified in such note as the "BA Rate", the "BA Rate" shall be determined on the applicable Interest Determination Date (the "BA Rate Interest Determination Date") as the rate per annum (based on a year of 365 or 366 days) cash equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) product of the bid rates per share difference between such average prices and the number of shares issued as consideration for interest for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note, as expressed being paid on the Reuters CDOR page as of 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date for the applicable Interest Reset Period, if three or more bid rates appear on the Reuters CDOR page at any such time. If fewer than three bid rates appear on the Reuters CDOR page at any such time, the BA Rate shall be the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rate quotations for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note and that is representative of a single transaction in the market at sold during such time, by the principal Toronto office of three of the five largest Schedule I Canadian chartered banks in the Canadian interbank market selected by the Issuer at approximately 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date(5) Trading Day period. (xi) If an Interest Rate Basis for a Floating Rate Note is specified in such note as "LIBOR", "LIBOR" will be determined on the applicable Interest Determination Date (a "LIBOR Interest Determination Date"), on the basis of either: (i) if "LIBOR Reuters" is specified in such note as the method for calculating LIBOR, the arithmetic average of the offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in such note, that appear on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Detennination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (ii) if "LIBOR Telerate" is specified in such note as the method for calculating LIBOR or if neither "LIBOR Reuters" nor "LIBOR Telerate" is so specified, the rate for deposits in the Index Currency having the Index Maturity designated in such note, that appears on the Designated LIBOR Page specified in such note as of 11 :00 a.m., London time, on such LIBOR Interest Determination Date; provided, however, that if the Index Currency is the Euro, the LIBOR Interest Determination Date must occur on a day that the If fewer than two such offered rates appear, or TARGET System is open. if no such rate appears, as applicable, LIBOR in respect of the related LIBOR Interest Determination Date will be determined in accordance with the provisions described in the immediately succeeding paragraph. (xii) With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated LIBOR Page as specified in the immediately preceding paragraph, the Calculation Agent will request the principal. London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent (after consultation

Interest on the Notes. (a) The following terms and conditions shall apply to the determination of interest on a Note unless otherwise provided in the Note: (i) The Issuer will pay interest on a Note on each Interest Payment Date, commencing on the first Interest Payment Date next succeeding the Original Issue Date, and on the Stated Maturity or any prior date on which the principal, or an instalment of principal, of such Note becomes due or payable (the Stated Maturity or such prior date, as the case may be, is herein referred to as the "Maturity Date"); provided, however, that if the Original Issue Date falls between a Record Date and the related Interest Payment Date ▇▇▇▇ or on an Interest Payment Date, interest payments will commence on the second Interest Payment Date succeeding the Original Issue Date. Interest on such Note will accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment or, if no interest has been paid, from and including the Original Issue Date, to but excluding such Interest Payment Date or the Maturity Date, as the case may be. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day. The interest so payable on any Interest Payment Date will be paid to the Holder of such Note at the close of business on the Record Date for such Interest Payment Date. Interest payable at the Maturity Date will be payable to the Person to whom the principal thereof shall be payable. (ii) Payments of principal of, and premium, if any, and interest on, a Note will be made to the Holder thereof in Canadian dollars regardless of the Specified Currency stated therein unless the Holder thereof makes the election described below. If the Specified Currency is other than Canadian dollars, the Exchange Rate Agent will convert all payments in respect thereof into Canadian dollars in the manner described below; provided, however, that the Holder may elect to receive payment of principal of and premium, if any, and/or interest on such note in the Specified Currency by submitting a written request for such payment to the Trustee at its principal office in the City of Toronto on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. The Holder may elect to receive payment in such Specified Currency for all such principal, premium, if any, and interest payments and need not file a separate election for each payment. The election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least 15 calendar days prior to the Maturity Date, as the case may be. Notwithstanding the foregoing, if the applicable Specified Currency is not available for the payment of principal, premium, if any, or interest with respect to such note due to the imposition of exchange controls·or controls or other circumstances beyond the control of the Issuer, the Issuer will be entitled to satisfy its obligations to the Holder by making such payment in Canadian dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment or, if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made in Canadian dollars under the circumstances set forth above where the required payment is in a Specified Currency other than Canadian dollars will not constitute a payment default under such Note or under the Master Indenture. All determinations referred to above made by the Issuer or its agent (including the Exchange Rate Agent) shall be at its sole discretion and shall, in the absence of manifest error, be conclusive and for all purposes binding on the Holder of such of a Note. (iii) Interest payments for a Note shall be computed and paid on the basis of: (i) a 360-day year of twelve 30-day months if the Day Count Convention specified therein is "30/360" for the relevant period, (ii) the actual number of days in the related month and a 360-day year if the Day Count Convention specified therein is "Actual/360" for the relevant period, (iii) the actual number of days in the related year and month if the· the Day Count Convention specified therein is "Actual/ Actual/Actual" for the relevant period, or (iv) such other basis as may be specified in a Note. (iv) For the purpose only of disclosure required by the Interest Act (Canada) and without affecting the interest payable on a Note, the yearly rate of interest which is equivalent to the rate of interest payable on a Note where the Day Count Convention specified above is other than "Actual/Actual" is the rate of interest payable with respect to the Note multiplied by the nwnber number of days in the year for which such calculation is made and divided by 360. (b) The following terms and conditions shall apply to the determination of interest on a Floating Rate Note unless otherwise provided in the Floating Rate Note: (i) A Floating Rate Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis specified therein: (i) plus or minus the applicable Spread, if any, . and/or (ii) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on the Floating Rate Note shall be payable shall be reset as of each Interest Reset Date specified therein; : provided, however, that the interest rate in effect for the period from the Original Issue Date to but excluding the first Interest Reset Date will be the initial interest rate (the "Initial Interest Rate"). Notwithstanding the foregoing, if a Floating Rate Note is designated in such Note as having an Addendum attached, such note shall bear interest in accordance with the terms described in such Addendum. (ii) Interest payable on a Floating Rate Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include: (i) the BA Rate, (ii) LIBOR, (iii) the Cdn. Prime Rate, or (iv) such other Interest Rate Basis or interest rate formula as may be set forth therein and described in the applicable Addendum. (iii) The interest rate on a Floating Rate Note in effect on each day shall be the interest rate determined as of the most recent Interest Determination Date. (iv) The interest rate on a Floating Rate Note applicable to each Interest Reset Period commencing on the Interest Reset Date with respect to such Interest Reset Period will be the rate determined as of the applicable Interest Determination Date. Each Interest Rate Basis shall be the rate determined in accordance with the applicable provisions below. The rate of interest on a Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually, annually or pursuant to such other period as specified in the Floating Rate Note. Unless otherwise specified in the Floating Rate Note, the Interest Reset Date(s) will be, if the Interest Reset Period set forth in the Floating Rate Note is: (i) daily, each Business Day; (iiDay;(ii) weekly, the Wednesday of each week; (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year; (v) semi-annually, the third Wednesday of the two months specified in the Floating Rate Note; and (vi) annually, the third Wednesday of the month specified in the Floating Rate Note. If any Interest Reset Date (which term includes the first Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that if an Interest Rate Basis shown therein is LIBOR UBOR and such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. (v) Interest payable on a Floating Rate Note on any Interest Payment Date shall be the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid (or from and including the Original Issue Date specified therein, if no interest has been paid), to but excluding the related Interest Payment Date; provided, however, that interest payable at maturity will include interest accrued to but excluding the Maturity Date. Accrued interest on a Floating Rate Note is calculated by multiplying the face amount thereof by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor for each such day shall be computed by dividing the interest rate applicable to such day by 360 if the Interest Rate Basis specified in such note is LIBOR, or by the actual number of days in the year if the Interest Rate Basis specified in such note is the BA Rate or the Cdn. Prime Rate. (vi) A Floating Rate Note may also have either or both of the following: (i) a maximum numerical limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period; and (ii) a minimum numerical limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period. In addition to any maximum interest rate that may be applicable to a Floating Rate Note, the maximum interest rate that may be applicable to a Floating Rate Note will in no event be higher than the maximum rate permitted by the laws of Canada. (vii) Interest on a Floating Rate Note will be payable, where the rate of interest resets, unless otherwise specified in the Floating Rate Note: (i) daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified in the applicable Pricing Supplement; (ii) quarterly, on the third Wednesday of March, June, September and December of each year; (iii) semi-annually, on the third Wednesday of the months of each year specified in the Floating Rate Note; and (iv) annually, on the third Wednesday of the month specified in the Floating Rate Note and, in each case, on the Maturity Date (each, an "Interest Payment Date"). If any Interest Payment Date for a Floating Rate Note (other than the Maturity Date) would otherwise be a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding day that is a Business Day, except that where LIBOR is the applicable Interest Rate Basis, if such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day. (viii) The "Interest Determination Date" with respect to the BA Rate and the Cdn. Prime Rate will be the applicable Interest Reset Date, and the "Interest Determination Date" with respect to LIBOR will be the second London Business Day immediately preceding the applicable Interest Reset Date. All calculations on a Floating Rate Note shall be made by the Calculation Agent. (ix) All percentages resulting from any calculation on a Floating Rate Note will be rounded to the nearest one-hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation will be rounded, in the case of United States or Canadian dollars, to the nearest cent or, in the case of a Specified Currency other than United States or Canadian dollars, to the nearest unit of the Specified Currency (such unit being the smallest unit of the Specified Currency in general use) (with one-half cent or one-half of the applicable unit of Specified Currency being rounded upward). (x) If an Interest Rate Basis for a Floating Rate Note is specified in such note as the "BA Rate", the "BA Rate" shall be determined on the applicable Interest Determination Date (the "BA Rate Interest Determination Date") as the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rates of interest for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note, as expressed on the Reuters CDOR page as of 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date for the applicable Interest Reset Period, if three or more bid rates appear on the Reuters CDOR page at any such time. If fewer than three bid rates appear on the Reuters CDOR page at any such time, the BA Rate shall be the rate per annum (based on a year of 365 or 366 days) equal to the arithmetic average rounded to the fifth decimal place (with .000005 being rounded up) of the bid rate quotations for Canadian dollar bankers' acceptances, for an equivalent period to the next Interest Reset Date of the Floating Rate Note and that is representative of a single transaction in the market at such time, by the principal Toronto office of three of the five largest Schedule I l Canadian chartered banks in the Canadian interbank market selected by the Issuer at approximately 10:00 a.m., Toronto time, on the BA Rate Interest Determination Date. (xi) If an Interest Rate Basis for a Floating Rate Note is specified in such note as "LIBOR", "''LIBOR" will be determined on the applicable Interest Determination Date (a "''LIBOR Interest interest Determination Date"), on the basis of either: (i) if "LIBOR Reuters" is specified in such note as the method for calculating LIBOR, the arithmetic average of the offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in such note, that appear on the Designated LIBOR Page specified in such note as of 11 :00 11:00 a.m., London time, on such LIBOR Interest Detennination Determination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (ii) if "LIBOR Telerate" is specified in such note as the method for calculating LIBOR or if neither "''LIBOR Reuters" nor "LIBOR Telerate" is so specified, the rate for deposits in the Index Currency having the Index Maturity designated in such note, that appears on the Designated LIBOR Page specified in such note as of 11 :00 11:00 a.m., London time, on such LIBOR LlBOR Interest Determination Date; provided, however, that if the Index Currency is the Euro, the LIBOR Interest Determination Date must occur on a day that the TARGET System is open. If fewer than two such offered rates appear, or TARGET System is open. if no such rate appears, as applicable, LIBOR in respect of the related LIBOR Interest Determination Date will be determined in accordance with the provisions described in the immediately succeeding paragraph. (xii) With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated LIBOR Page as specified in the immediately preceding paragraph, the Calculation Agent will request the principal. principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent (after consultation with