Common use of LIBOR Notes Clause in Contracts

LIBOR Notes. If the Interest Rate Basis specified on the face hereof is LIBOR, LIBOR with respect to this Note for any Interest Reset Date shall be determined as of each LIBOR Interest Determination Date on the basis of the offered rate for deposits in the Index Currency having the Index Maturity specified on the face hereof, commencing on the second Market Day immediately following such LIBOR Interest Determination Date which appears on the Designated LIBOR Page (as defined below), or any successor reporter of such rates selected by the Calculation Agent and acceptable to Canada, as of 11:00 A.M. London time on that LIBOR Interest Determination Date. If such rate does not so appear on the Designated LIBOR Page, the rate for that Interest Reset Date will be determined on the basis of the rates at which deposits in Index Currency are offered by four major banks in the London interbank market, selected by the Calculation Agent after consultation with Canada, at approximately 11:00 A.M. London time the second Market Day immediately following such LIBOR Interest Determination Date to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date for a period of the Index Maturity in a principal amount that is representative for a single transaction in such Index Currency in such market at such time. In such case, the Calculation Agent will request the principal London office of each of the aforesaid major banks to provide a quotation of such rate. If at least two such quotations are provided in respect of such LIBOR Interest Determination Date, the rate for that Interest Reset Date will be the arithmetic mean of the quotations, and, if fewer than two quotations are provided as requested in respect of such LIBOR Interest Determination Date, the rate for such Interest Reset Date will be the arithmetic mean of the rates quoted by three major banks in the Relevant Applicable Financial Center, selected by the Calculation Agent after consultation with Canada, at approximately 11:00 A.M. in the Relevant Applicable Financial Center on that LIBOR Interest Determination Date for loans in the Index Currency to leading European banks for a period of the Index Maturity commencing on the second Market Day immediately following such LIBOR Interest Determination Date and in a principal amount in the Index Currency that is representative for a single transaction in such market at such time; provided, however, that if fewer than three reference banks so selected by the Calculation Agent are quoting such rates, LIBOR with respect to such LIBOR Interest Determination Date will be the same as LIBOR in effect for the immediately preceding Interest Reset Date (or, if there was no preceding Interest Reset Date, the rate of interest will be the Initial Interest Rate). In this Note, “Designated LIBOR Page” means the display on page LIBOR01 of Reuters (or any successor service) for the purpose of displaying the London interbank offered rates of major banks for the applicable Index Currency (or such other page as may replace that page on that service for the purpose of displaying such rates).

LIBOR Notes. If the Interest Rate Basis specified on the face hereof is you purchase a LIBOR note, your note will bear interest at an interest rate equal to LIBOR, LIBOR with respect to this Note for any Interest Reset Date shall which will be determined as of each LIBOR Interest Determination Date on the basis of the London interbank offered rate for deposits in U.S. dollars or any other index currency, as noted in the Index Currency having applicable pricing supplement. In addition, when LIBOR is the Index Maturity specified interest rate basis the applicable LIBOR rate will be adjusted by the spread or spread multiplier, if any, indicated in the applicable pricing supplement. Unless we specify otherwise in the applicable pricing supplement, LIBOR will be determined in the following manner: • LIBOR will be the London interbank offered rate appearing on the face hereof, commencing on the second Market Day immediately following such LIBOR Interest Determination Date which appears on the Designated LIBOR Reuters Page (as defined below), or any successor reporter of such rates selected by the Calculation Agent and acceptable to Canada, LIBOR01 as of 11:00 A.M. A.M., London time time, on the relevant LIBOR interest determination date, for deposits in the relevant index currency having the relevant index maturity specified in the applicable pricing supplement, beginning on the relevant interest reset date. • If Reuters Page LIBOR01 applies and the rate described above does not appear on that page, then LIBOR Interest Determination Date. If such rate does not so appear on the Designated LIBOR Page, the rate for that Interest Reset Date will be determined on the basis of the rates at which deposits in Index Currency are offered by four major banks in the London interbank market, selected by the Calculation Agent after consultation with Canadarates, at approximately 11:00 A.M. A.M., London time time, on the second Market Day immediately relevant LIBOR interest determination date, at which deposits of the following such LIBOR Interest Determination Date kind are offered to prime banks in the London interbank market at approximately 11:00 a.m.by four major banks in that market selected by the calculation agent: deposits in the index currency having the relevant index maturity specified in the applicable pricing supplement, London timebeginning on the relevant interest reset date, on such LIBOR Interest Determination Date for a period of the Index Maturity and in a principal amount that is representative for a single transaction in such Index Currency in such market at such timeamount. In such case, the Calculation Agent The calculation agent will request the principal London office of each of the aforesaid major these banks to provide a quotation of such its rate. If at least two such quotations are provided, LIBOR for the relevant LIBOR interest determination date will be the arithmetic mean of the quotations provided. • If fewer than two quotations are provided as described above, LIBOR for the relevant LIBOR interest determination date will be the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M., New York City Time, on that LIBOR interest determination date, by three major banks in respect New York City, one of such which may be TD or an affiliate, selected by the calculation agent: loans of the index currency having the relevant index maturity designated in the applicable pricing supplement, beginning on the relevant interest reset date and in a representative amount. • If fewer than three banks selected by the calculation agent are quoting as described above, LIBOR Interest Determination Datefor the new interest period will be LIBOR in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. If you purchase a Euro interbank offered rate-linked note, your note will bear interest at an interest rate based on estimated euro interbank term deposit rates, designated as “EURIBOR” that is calculated and published by a designated distributor and administered by the European Money Markets Institute, or any entity that may assume responsibility for the administration of the rate. In addition, when EURIBOR is the interest rate basis the EURIBOR base rate will be adjusted by the spread or spread multiplier, if any, specified in the applicable pricing supplement. Unless we specify otherwise in the applicable pricing supplement, EURIBOR will be determined in the following manner: • EURIBOR will be the offered rate for deposits in euros having the index maturity specified in the applicable pricing supplement, beginning on the second euro business day after the relevant EURIBOR interest determination date, as that rate appears on Reuters Screen EURIBOR01 page as of 11:00 A.M., Brussels time, on the relevant EURIBOR interest determination date. • If the rate described above does not appear on Reuters Screen EURIBOR01 page, EURIBOR will be determined on the basis of the rates, at approximately 11:00 A.M., Brussels time, on the relevant EURIBOR interest determination date, at which deposits of the following kind are offered to prime banks in the euro-zone interbank market by the principal euro-zone office of each of four major banks in that market selected by the calculation agent: euro deposits having the relevant index maturity specified in the applicable pricing supplement, beginning on the relevant interest reset date, and in a representative amount. The calculation agent will request the principal euro-zone office of each of these banks to provide a quotation of its rate. If at least two quotations are provided, EURIBOR for that Interest Reset Date the relevant EURIBOR interest determination date will be the arithmetic mean of the quotations, and, if . • If fewer than two quotations are provided as requested in respect of such LIBOR Interest Determination Datedescribed above, EURIBOR for the rate for such Interest Reset Date relevant EURIBOR interest determination date will be the arithmetic mean of the rates quoted by three major for loans of the following kind to leading euro-zone banks in the Relevant Applicable Financial Center, selected by the Calculation Agent after consultation with Canadaquoted, at approximately 11:00 A.M. A.M., Brussels time on that EURIBOR interest determination date, by three major banks, one of which may be TD or an affiliate, in the Relevant Applicable Financial Center on that LIBOR Interest Determination Date for euro-zone selected by the calculation agent: loans of euros having the relevant index maturity specified in the Index Currency to leading European banks for a period of the Index Maturity commencing applicable pricing supplement, beginning on the second Market Day immediately following such LIBOR Interest Determination Date relevant interest reset date, and in a principal amount in the Index Currency that is representative for a single transaction in such market at such time; provided, however, that if amount. • If fewer than three reference banks so selected by the Calculation Agent calculation agent are quoting such ratesas described above, LIBOR with respect to such LIBOR Interest Determination Date EURIBOR for the new interest period will be the same as LIBOR EURIBOR in effect for the immediately preceding Interest Reset Date (or, if there was no preceding Interest Reset Date, prior interest period. If the initial interest rate of interest will be the Initial Interest Rate). In this Note, “Designated LIBOR Page” means the display on page LIBOR01 of Reuters (or any successor service) has been in effect for the purpose of displaying the London interbank offered rates of major banks prior interest period, however, it will remain in effect for the applicable Index Currency (or such other page as may replace that page on that service for the purpose of displaying such rates)new interest period.