Common use of Determination of Prime Rate Clause in Contracts

Determination of Prime Rate. If the Interest Rate Basis specified above is the Prime Rate, the interest rate with respect to this Note will be the Prime Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Prime Rate” means, with respect to any Interest Determination Date, the rate on such Interest Determination Date as published in H.15(519) opposite the caption “Bank prime loan.” If such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Prime Rate for such Interest Determination Date will be the rate published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption “Bank prime loan.” If such rate is not published by 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or such other recognized electronic source on the related Calculation Date, the Prime Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on Reuters page US PRIME 1 as such bank’s prime rate or base lending rate as of 11:00 A.M., New York City time, on such Interest Determination Date, or, if fewer than four such rates appear by 3:00 P.M., New York City time, on the related Calculation Date on Reuters page US PRIME 1 for such Interest Determination Date, the rate will be calculated by the Calculation Agent and will be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate with respect to such Interest Determination Date will be the Prime Rate in effect on such Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis specified above is the Prime Rate, the interest rate payable with respect to this Note will be shall equal the Prime Rate determined as specified on the face hereof, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, . The Prime Rate shall equal the rate as specified above. of the Business Day prior to the Interest Reset Date (a “Prime Rate” means, with respect to any Rate Interest Determination Date, the rate on such Interest Determination Date as published ”) that appears in H.15(519) opposite under the caption heading “Bank prime loan.” ”. If such rate is not published by 3:00 P.M.p.m., New York City time, on the Calculation Date pertaining to such Prime Rate Interest Determination Date, then the Prime Rate for shall be the rate on such Prime Rate Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate Update under the caption heading “Bank prime loan.” ”. If such rate is not published by 3:00 P.M.p.m., New York City time, on such Calculation Date such rate is not published in either H.15(519), ) or H.15 Daily Update or such other recognized electronic source on the related Calculation Datesource, then the Prime Rate for such Interest Determination Date will be calculated by the Calculation Agent and will shall be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the display designated as page “US PRIME1” on the Reuters Monitor Money Rates Service, or such other page as may replace the US PRIME 1 PRIME1 page on that service for the purpose of displaying prime rates or base lending rates of major United States banks (“Reuters Screen US PRIME1 Page”), as such bank’s prime rate or base lending rate as of 11:00 A.M.a.m., New York City time, on such Prime Rate Interest Determination Date, or, if . If fewer than four such rates appear by 3:00 P.M., New York City time, on the related Calculation Date Reuters Screen US PRIME1 Page on Reuters page US PRIME 1 for such Prime Rate Interest Determination Date, the rate will be calculated by the Calculation Agent and will shall calculate the Prime Rate for such Prime Rate Interest Determination Date. Such rate shall be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year , as of the close of business on such Prime Rate Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent; providedAgent after consultation with Québec (and which may include the Agents or their affiliates). However, however, that if the selected banks so selected by the Calculation Agent are not quoting as mentioned in this sentencequoting, the Prime Rate with respect to for such Prime Rate Interest Determination Date will shall be the Prime Rate in effect on such Prime Rate Interest Determination Date.

Determination of Prime Rate. If the an Interest Rate Basis specified above for this Note is the Prime Rate, as specified on the interest rate with respect to face hereof (or, if this Note will be is in global form, in the Pricing Supplement), the Prime Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “applicable Interest Determination Date (a "Prime Rate” means, with respect to any Rate Interest Determination Date, ") as the rate on such Interest Determination Date date as such rate is published in H.15(519) opposite under the caption “"Bank prime loan.” If such rate is Prime Loan" or, if not published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the rate on such Prime Rate for such Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate such rate, under the caption “"Bank prime loanPrime Loan.” " If such rate is not yet published by 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or such other another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Prime Rate for such Interest Determination Date will be calculated by the Calculation Agent and will shall be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters page Screen US PRIME 1 Page (as defined hereinafter) as such bank’s 's prime rate or base lending rate as of 11:00 A.M.a.m., New York City time, on such Prime Rate Interest Determination Date, or, if . If fewer than four such rates so appear by 3:00 P.M., New York City time, on the related Calculation Date on Reuters page Screen US PRIME 1 Page for such Prime Rate Interest Determination Date, then the rate will be calculated by the Calculation Agent and will Prime Rate shall be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Rate Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent; provided, however, that if the banks or trust companies so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate with respect to determined as of such Prime Rate Interest Determination Date will be the Prime Rate in effect on such Prime Rate Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis Basis, as specified above above, is, or is calculated by reference to, the Prime Rate, unless otherwise specified above, the interest rate "Prime Rate" with respect to this Note each Interest Reset Date will be the Prime Rate plus or minus the Spread, if any, or multiplied determined by the Spread Multiplier, if any, Calculation Agent as specified above. “of the first Business Day prior to such Interest Reset Date (a "Prime Rate” means, with respect to any Interest Determination Date, ") and shall be the rate set forth on such Interest Determination Date date as published in H.15(519) opposite under the caption “"Bank prime loan.” If such rate is Prime Loan," or if not so published by prior to 3:00 P.M.p.m., New York City time, on the applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate for such Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption “"Bank prime loan.” If such rate is Prime Loan," or if not so published by prior to 3:00 P.M.p.m., New York City time, in H.15(519), H.15 Daily Update or such other recognized electronic source on the related applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be as the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters page Screen US PRIME 1 Page (as such defined below) as the particular bank’s 's prime rate or base lending rate as of 11:00 A.M., New York City time, on such Interest Determination Date, or, if fewer than four such rates appear by 3:00 P.M.a.m., New York City time, on the related applicable Prime Interest Determination Date. If fewer than four such rates are so published by 3:00 p.m., New York City time, on the applicable Calculation Date as shown on the Reuters page Screen US PRIME 1 Page for such the Prime Interest Determination Date, the rate Prime Rate will be calculated by the Calculation Agent and will be as the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such the applicable Prime Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent; provided. However, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this the preceding sentence, the Prime Rate with respect to such Interest Determination Date will be the Prime Rate in effect on such the applicable Prime Interest Determination Date.

Determination of Prime Rate. If The Prime Rate for each Interest Reset Date will be determined on the Business Day prior to the Interest Rate Basis specified above is the Prime Rate, the interest rate with respect to this Note will be the Reset Date (a “Prime Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Prime Rate” means, with respect to any Interest Determination Date”) and, unless otherwise specified on the face hereof, will be the rate on such Interest Determination Date date as such rate is published in H.15(519) opposite the caption “Bank prime loan.” If such rate is or, if not published by prior to 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the rate on that Prime Rate for such Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under such rate, opposite the caption “Bank prime loan.” ”. If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or such other recognized electronic source on the related Calculation Date, then the Prime Rate for such Interest Determination Date will shall be calculated the arithmetic mean, as determined by the Calculation Agent and will be the arithmetic mean Agent, of the rates of interest publicly announced by each bank that appears on Reuters on page US PRIME 1 USPRIME1 (or any other page as may replace such page on such service for the purpose of displaying prime rates or base lending rates of major United States banks) (“Reuters Page USPRIME1”) as that bank’s prime rate or base lending rate as of 11:00 A.M., New York City time, on such Prime Rate Interest Determination Date, or, if . If fewer than four such rates so appear on Reuters Page USPRIME1 for that Prime Rate Interest Determination Date by 3:00 P.M., New York City time, time on the related Calculation Date on Reuters page US PRIME 1 for such Interest Determination Date, then the rate will Prime Rate shall be the arithmetic mean calculated by the Calculation Agent and will be the arithmetic mean of the prime rates or base lending rates (quoted on the basis of the actual number of days in the year divided by a 360-day year year) as of the close of business on such Prime Rate Interest Determination Date by three major banks (which may include the Agents or their affiliates) in The City of New York selected by the Calculation Agent, after consultation with Québec; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate with respect to determined as of such Prime Rate Interest Determination Date will be the Prime Rate in effect on such Prime Rate Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis specified above for this Global Note is the Prime Rate, as indicated on the face hereof, the interest rate payable with respect to this Global Note will be shall equal the Prime Rate determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. The Prime Rate shall be determined on the applicable Interest Determination Date (a “Prime Rate” means, with respect to any Rate Interest Determination Date”) and, unless otherwise specified on the face hereof, shall be the rate on such Interest Determination Date date as such rate is published in H.15(519) opposite the caption “Bank prime loan.” Prime Loan”. If such rate is not published by 3:00 P.M.p.m., New York City time, on the Calculation Date pertaining to such Prime Rate Interest Determination Date, then the Prime Rate for shall be the rate on such Prime Rate Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under such rate, opposite the caption “Bank prime loan.” Prime Loan”. If such rate is not published by 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or such other another recognized electronic source by 3:00 p.m., New York City time, on the related such Calculation Date, then the Prime Rate for such Interest Determination Date will shall be calculated the arithmetic mean, as determined by the Calculation Agent and will be the arithmetic mean Agent, of the rates of interest publicly announced by each bank that appears on Reuters on page US PRIME 1 USPRIME1 (or any other page as may replace such page on such service for the purpose of displaying prime rates or base lending rates of major United States banks (“Reuters Page USPRIME1”)) as such bank’s prime rate or base lending rate as of 11:00 A.M.a.m., New York City time, on such Prime Rate Interest Determination Date. If fewer than four, but more than one, such rates so appear on Reuters Page USPRIME1 for such Prime Rate Interest Determination Date by 3:00 p.m., New York City time on the Calculation Date pertaining to such Prime Rate Interest Determination Date, orthen the Prime Rate shall be the arithmetic mean, if fewer than four such rates appear by 3:00 P.M., New York City time, on the related Calculation Date on Reuters page US PRIME 1 for such Interest Determination Date, the rate will be calculated by the Calculation Agent and will be the arithmetic mean Agent, of the prime rates or base lending rates rates, quoted on the basis of the actual number of days in the year divided by a 360-day year , as of the close of business on such Prime Rate Interest Determination Date by three four major money center banks (which may include the Agents or their affiliates) in The City of New York selected by the Calculation AgentProvince. If fewer than two such rates are quoted as aforesaid, the Prime Rate shall be determined on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any state thereof, having total equity capital of at least US$500 million and being subject to supervision or examination by a Federal or state authority, as selected by the Province (which may include the Agents or their affiliates); provided, however, that if the banks or trust companies so selected by the Calculation Agent Province are not quoting as mentioned in this sentenceset forth above, the Prime Rate with respect to determined as of such Prime Rate Interest Determination Date will shall be the Prime Rate in effect on such Prime Rate Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis Basis, as specified above above, is, or is calculated by reference to, the Prime Rate, the interest rate with respect to this Note will be the Prime Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as unless otherwise specified above. , the “Prime Rate” means, with respect to any each Interest Reset Date will be determined by the Calculation Agent as of the first Business Day prior to such Interest Reset Date (a “Prime Interest Determination Date, ”) and shall be the rate set forth on such Interest Determination Date date as published in H.15(519) opposite under the caption “Bank prime loan.Prime Loan,” If such rate is or if not so published by prior to 3:00 P.M.p.m., New York City time, on the applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate for such Interest Determination Date Rate. will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption “Bank prime loan.Prime Loan,” If such rate is or if not so published by prior to 3:00 P.M.p.m., New York City time, in H.15(519), H.15 Daily Update or such other recognized electronic source on the related applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate for such Interest Determination Date will be calculated determined by the Calculation Agent and will be as the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters page Screen US PRIME 1 Page (as such defined below) as the particular bank’s prime rate or base lending rate as of 11:00 A.M., New York City time, on such Interest Determination Date, or, if fewer than four such rates appear by 3:00 P.M.a.m., New York City time, on the related applicable Prime Interest Determination Date. If fewer than four such rates are so published by 3:00 p.m., New York City time, on the applicable Calculation Date as shown on the Reuters page Screen US PRIME 1 Page for such the Prime Interest Determination Date, the rate Prime Rate will be calculated determined by the Calculation Agent and will be as the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such the applicable Prime Interest Determination Date by three major banks banks, which may include an agent of the Company or such agent’s affiliates, in The City of New York selected by the Calculation Agent; provided. However, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this the preceding sentence, the Prime Rate with respect to such Interest Determination Date will be the Prime Rate in effect on such the applicable Prime Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis specified above is the Prime Rate, the The interest rate payable with respect to this Note will Security shall be calculated by the Calculation Agent with reference to the Prime Rate plus and the Spread or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified aboveon the face hereof. “"Prime Rate” " means, with respect to any each Interest Determination DateDate specified on the face hereof, the rate set forth on such Interest Determination Date as date in H.15(519) under the heading "Bank Prime Loan", or any successor publication or heading. If the rate is not published in H.15(519) opposite the caption “Bank prime loan.” If such rate is not published by prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Prime Rate for will be the rate on such Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under Update opposite the caption “"Bank prime loan.” If Prime Loan". In the event that such rate is not published by in either H.15(519) or H.15 Daily Update prior to 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or on such other recognized electronic source on the related Calculation Interest Determination Date, then the Prime Rate for such Interest Determination Date will be calculated determined by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters page US PRIME 1 Screen USPRIME1 Page, or any successor screen or page, as such bank’s 's prime rate or base lending rate as of in effect for that Interest Determination Date at 11:00 A.M., A.M. New York City time, on such Interest Determination Date, or, if . If fewer than four such rates appear by 3:00 P.M., New York City time, on the related Calculation Date on Reuters page US PRIME 1 Screen USPRIME1 Page for such the Interest Determination Date, the rate will be calculated by the Calculation Agent and Prime Rate will be the arithmetic mean of the announced prime rates or base lending rates quoted (on the basis of the actual number of days in the year divided by a 360-day year ) as of the close of business on such Interest Determination Date by at least three major money center banks in The City of New York (which may include the Agents or their affiliates) selected by the Calculation Agent. If fewer than two such quotations are provided, the Prime Rate shall be determined on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any state thereof, having total equity capital of at least $500 million and being subject to supervision or examination by federal or state authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks so selected by the Calculation Agent as ----------------- aforesaid are not quoting as mentioned in this sentence, the Prime Rate with respect to such Interest Determination Date will be the Prime Rate then in effect on such Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis specified above is the Prime Rate, the The interest rate payable with respect to this Note will Security shall be calculated by the Calculation Agent with reference to the Prime Rate plus and the Spread or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified aboveon the face hereof. “"Prime Rate” " means, with respect to any each Interest Determination DateDate specified on the face hereof, the rate set forth on such Interest Determination Date as date in H.15(519) under the heading "Bank Prime Loan", or any successor publication or heading. If the rate is not published in H.15(519) opposite the caption “Bank prime loan.” If such rate is not published by prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Prime Rate for will be the rate on such Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under Update opposite the caption “"Bank prime loan.” If Prime Loan". In the event that such rate is not published by in either H.15(519) or H.15 Daily Update prior to 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or on such other recognized electronic source on the related Calculation Interest Determination Date, then the Prime Rate for such Interest Determination Date will be calculated determined by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters page US PRIME 1 Screen USPRIME1 Page, or any successor screen or page, as such bank’s 's prime rate or base lending rate as of in effect for that Interest Determination Date at 11:00 A.M., A.M. New York City time, on such Interest Determination Date, or, if . If fewer than four such rates appear by 3:00 P.M., New York City time, on the related Calculation Date on Reuters page US PRIME 1 Screen USPRIME1 Page for such the Interest Determination Date, the rate will be calculated by the Calculation Agent and Prime Rate will be the arithmetic mean of the announced prime rates or base lending rates quoted (on the basis of the actual number of days in the year divided by a 360-day year ) as of the close of business on such Interest Determination Date by at least three major money center banks in The City of New York (which may include the Agents or their affiliates) selected by the Calculation Agent. If fewer than two such quotations are provided, the Prime Rate shall be determined on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any state thereof, having total equity capital of at least $500 million and being subject to supervision or examination by federal or state authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks so selected by the Calculation Agent as aforesaid are ----------------- not quoting as mentioned in this sentence, the Prime Rate with respect to such Interest Determination Date will be the Prime Rate then in effect on such Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis specified above is the Prime Rate, the interest rate with respect to this Note will be the Prime Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Prime Rate” means, with respect to any Interest Determination Date, the rate on such Interest Determination Date as published in H.15(519) opposite the caption “Bank prime loan.” If such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Prime Rate for such Interest Determination Date will be the rate published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption “Bank prime loan.” If such rate is not published by 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or such other recognized electronic source on the related Calculation Date, the Prime Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on Reuters page US PRIME 1 as such bank’s prime rate or base lending rate as of 11:00 A.M., New York City time, on such Interest Determination Date, or, if fewer than four such rates appear by 3:00 P.M., New York City time, on the related Calculation Date on Reuters page US PRIME 1 for such Interest Determination Date, the rate will be calculated by the Calculation Agent and will be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Interest Determination Date by three major banks in The City of New York York, which may include an agent for the sale of the Notes or its affiliates, selected by the Calculation AgentAgent after consultation with the Company; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate with respect to such Interest Determination Date will be the Prime Rate in effect on such Interest Determination Date.

Determination of Prime Rate. If the an Interest Rate Basis specified above for this Note is the Prime Rate, as specified on the interest rate with respect to face hereof (or, if this Note will be is in global form, in the Pricing Supplement), the Prime Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. applicable Interest Determination Date (a “Prime Rate” means, with respect to any Rate Interest Determination Date, ”) as the rate on such Interest Determination Date date as such rate is published in H.15(519) opposite under the caption “Bank prime loan.Prime Loan” If such rate is or, if not published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the rate on such Prime Rate for such Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate such rate, under the caption “Bank prime loanPrime Loan.” If such rate is not yet published by 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or such other another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Prime Rate for such Interest Determination Date will shall be the arithmetic mean calculated by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters page US PRIME 1 Screen USPRIME1 Page (as defined below) as such bank’s prime rate or base lending rate as of 11:00 A.M.a.m., New York City time, on such Prime Rate Interest Determination Date, or, if . If fewer than four such rates so appear on the Reuters Screen USPRIME1 Page for such Prime Rate Interest Determination Date by 3:00 P.M.p.m., New York City time, on the related Calculation Date on Reuters page US PRIME 1 for such Interest Determination Date, then the rate will Prime Rate shall be the arithmetic mean calculated by the Calculation Agent and will be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Rate Interest Determination Date by three major banks (which may include affiliates of the Distribution Agents) in The City of New York selected by the Calculation Agent; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate with respect to determined as of such Prime Rate Interest Determination Date will be the Prime Rate in effect on such Prime Rate Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis specified above is the Prime Rate, the interest rate with respect to this Note will be the Prime Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Prime Rate” means, with respect to The "prime rate" for any Interest Determination Date, Date is the prime rate or base lending rate on such Interest Determination Date that date, as published in H.15(519) opposite by 9:00 A.M., New York City time, on the caption “calculation date for that Interest Determination Date under the heading "Bank Prime Loan." The following procedures will be followed if the prime loan.” rate cannot be determined as described above: · If such the rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Datecalculation date, then the Prime Rate for such Interest Determination Date prime rate will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate rate, under the caption “"Bank prime loanPrime Loan.” " · If such that rate is described above does not published by 3:00 P.M., New York City time, appear in H.15(519), H.15 Daily Update Update, or such other another recognized electronic source on the related Calculation Date, the Prime Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on Reuters page US PRIME 1 as such bank’s prime rate or base lending rate as of 11:00 A.M., New York City time, on such Interest Determination Date, or, if fewer than four such rates appear by 3:00 P.M., New York City time, on the related calculation date, then the Calculation Date Agent will determine the prime rate based on the rates as they appear on the Reuters page screen US PRIME 1. If at least one rate, but fewer than four rates appear on the Reuters screen US PRIME 1 for such on the Interest Determination Date, then the prime rate will be calculated by the Calculation Agent and will be the arithmetic mean average of the prime rates or base lending rates quoted (on the basis of the actual number of days in the year divided by a 360-day year year) as of the close of business on such the Interest Determination Date by three four major money center banks in The City of New York City selected by the Calculation Agent; provided. · If fewer than two rates appear on the Reuters screen as US PRIME 1, however, that if then the prime rate will be the average of the prime rates furnished in New York City by the appropriate number of substitute banks or trust companies (each organized under the laws of the United States or any of its states and having total equity capital of at least $500,000,000) selected by the Calculation Agent on the Interest Determination Date. · If the banks so selected by the Calculation Agent are not quoting as mentioned in this sentenceabove, the Prime Rate with respect to such Interest Determination Date prime rate will be remain the Prime Rate prime rate then in effect on such the Interest Determination Date. "Reuters screen US PRIME 1" means the display designated as page "US PRIME 1" on the Reuters Monitor Money Rates Service (or such other page as may replace the US PRIME 1 page on that service for the purpose of displaying prime rates or base lending rates of major United States banks).

Determination of Prime Rate. If the an Interest Rate Basis specified above for this Note is the Prime Rate, as indicated on the interest rate with respect to this Note will be face hereof, the Prime Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. applicable Interest Determination Date (a “Prime Rate” means, with respect to any Rate Interest Determination Date”), as the rate on such Interest Determination Date date as such rate is published in H.15(519) opposite under the caption “Bank prime loan.” If such rate is or, if not published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the rate on such Prime Rate for such Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate such rate, under the caption “Bank prime loan.” If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or such other recognized electronic source on the related Calculation Date, then the Prime Rate for such Interest Determination Date will shall be the arithmetic mean calculated by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters page US PRIME Screen USPRIME 1 Page (as hereinafter defined) as such bank’s prime rate or base lending rate as of 11:00 A.M., New York City time, on such Prime Rate Interest Determination Date, or, if . If fewer than four such rates so appear on the Reuters Screen USPRIME 1 Page for such Prime Rate Interest Determination Date by 3:00 P.M., New York City time, on the related Calculation Date on Reuters page US PRIME 1 for such Interest Determination Date, then the rate will Prime Rate shall be the arithmetic mean calculated by the Calculation Agent and will be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Rate Interest Determination Date by three major banks (which may include affiliates of one or more of the Agents) in The City of New York selected by the Calculation Agent; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate with respect to determined as of such Prime Rate Interest Determination Date will be the Prime Rate in effect on such Prime Rate Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis Basis, as specified above above, is, or is calculated by reference to, the Prime Rate, unless otherwise specified above, the interest rate "Prime Rate" with respect to this Note each Interest Reset Date will be the Prime Rate plus or minus the Spread, if any, or multiplied determined by the Spread Multiplier, if any, Calculation Agent as specified above. “of the first Business Day prior to such Interest Reset Date (a "Prime Rate” means, with respect to any Interest Determination Date, ") and shall be the rate set forth on such Interest Determination Date date as published in H.15(519) opposite under the caption “"Bank prime loan.” If such rate is Prime Loan," or if not so published by prior to 3:00 P.M.p.m., New York City time, on the applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate for such Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption “"Bank prime loan.” If such rate is Prime Loan," or if not so published by prior to 3:00 P.M.p.m., New York City time, in H.15(519), H.15 Daily Update or such other recognized electronic source on the related applicable Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate for such Interest Determination Date will be calculated determined by the Calculation Agent and will be as the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters page Screen US PRIME 1 Page (as such defined below) as the particular bank’s 's prime rate or base lending rate as of 11:00 A.M., New York City time, on such Interest Determination Date, or, if fewer than four such rates appear by 3:00 P.M.a.m., New York City time, on the related applicable Prime Interest Determination Date. If fewer than four such rates are so published by 3:00 p.m., New York City time, on the applicable Calculation Date as shown on the Reuters page Screen US PRIME 1 Page for such the Prime Interest Determination Date, the rate Prime Rate will be calculated determined by the Calculation Agent and will be as the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such the applicable Prime Interest Determination Date by three major banks banks, which may include an agent of the Company or such agent's affiliates, in The City of New York selected by the Calculation Agent; provided. However, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this the preceding sentence, the Prime Rate with respect to such Interest Determination Date will be the Prime Rate in effect on such the applicable Prime Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis specified above is the Prime Rate, the interest rate with respect to this Note will be the Prime Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Prime Rate” means, with respect to any Interest Determination Date, the rate on such Interest Determination Date as published in H.15(519) opposite the caption “Bank prime loan.” If such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Prime Rate for such Interest Determination Date will be the rate on such Interest Determination Date published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption “Bank prime loan.” If such rate is not published by 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or such other recognized electronic source on the related Calculation Date, the Prime Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on Reuters page Page US PRIME 1 PRIME1 as such bank’s prime rate or base lending rate as of 11:00 A.M., New York City time, on such Interest Determination Date, or, if fewer than four such rates appear by 3:00 P.M., New York City time, on the related Calculation Date on Reuters page Page US PRIME 1 PRIME1 for such Interest Determination Date, the rate will be calculated by the Calculation Agent and will be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Interest Determination Date by three major banks in The City of New York selected by the Calculation AgentCompany; provided, however, that if the banks so selected by the Calculation Agent Company are not quoting as mentioned in this sentence, the Prime Rate with respect to such Interest Determination Date will be the Prime Rate in effect on such Interest Determination Date.

Determination of Prime Rate. If the an Interest Rate Basis specified above for this Note is the --------------------------- Prime Rate, as specified on the interest rate with respect to face hereof (or, if this Note will be is in global form, in the Pricing Supplement), the Prime Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “applicable Interest Determination Date (a "Prime Rate” means, with respect to any Rate Interest Determination Date, ") as the rate on such Interest Determination Date date as such rate is published in H.15(519) opposite under the caption “"Bank prime loan.” If such rate is Prime Loan" or, if not published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the rate on such Prime Rate for such Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate such rate, under the caption “"Bank prime loanPrime Loan.” " If such rate is not yet published by 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or such other another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Prime Rate for such Interest Determination Date will be calculated by the Calculation Agent and will shall be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters page Screen US PRIME 1 Page (as defined hereinafter) as such bank’s 's prime rate or base lending rate as of 11:00 A.M.a.m., New York City time, on such Prime Rate Interest Determination Date, or, if . If fewer than four such rates so appear by 3:00 P.M., New York City time, on the related Calculation Date on Reuters page Screen US PRIME 1 Page for such Prime Rate Interest Determination Date, then the rate will be calculated by the Calculation Agent and will Prime Rate shall be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Rate Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent; provided, however, that if the banks or trust companies so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate with respect to determined as of such Prime Rate Interest Determination Date will be the Prime Rate in effect on such Prime Rate Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis specified above for such Supplemental Obligation is the Prime Rate, the interest Interest Rate Basis that takes effect on any Interest Reset Date shall equal the rate, for the Prime Interest Determination Date (as defined below), published in H.15(519) under the heading "Bank Prime Loan". If the Prime Rate cannot be determined in this manner, the following procedures will apply in determining the Prime Rate: If the rate with respect described above does not appear in H.15(519) by 3:00 P.M., New York City time on the Calculation Date corresponding to this Note such Prime Interest Determination Date (unless the calculation is made earlier and the rate is available from that source at that time), then the Prime Rate will be the Prime Rate plus or minus the Spreadrate, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Prime Rate” means, with respect to any for such Interest Determination Date, the rate on such Interest Determination Date as published in H.15(519H.15 Daily (Reverse of Security continued on next page) opposite Update or another recognized electronic source used for the caption “purpose of displaying that rate, under the heading "Bank prime loan.” Prime Loan". If such the rate described above is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on the such Calculation Date pertaining to such Interest Determination Date(unless the calculation is made earlier and the rate is available from one of those sources at that time), then the Prime Rate for such Interest Determination Date will be the rate published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption “Bank prime loan.” If such rate is not published by 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or such other recognized electronic source on the related Calculation Date, the Prime Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank appearing on that appears on Reuters page US PRIME 1 as such that bank’s 's prime rate or base lending rate rate, as of 11:00 A.M., New York City time, on such Prime Interest Determination Date, or, if Date as they appear on the Reuters Screen US PRIME 1 Page (as defined below). If fewer than four such of the rates referred to above appear by 3:00 P.M., New York City time, on the related Calculation Date on Reuters page Screen US PRIME 1 for such Interest Determination DatePage, the rate will be calculated by the Calculation Agent and Prime Rate will be the arithmetic mean of the prime rates or base lending rates, as of the close of business on such Prime Interest Determination Date, of three major banks in New York City selected by the Calculation Agent. For this purpose, the Calculation Agent will use rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Interest Determination Date by year. If fewer than three major banks in The City of New York selected by the Calculation Agent; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentencedescribed above, the Prime Rate with respect to such for the new Interest Determination Date Rate Reset Period will be the Prime Rate in effect on for the prior Interest Rate Period. If the Initial Interest Rate has been in effect for the prior Interest Rate Reset Period, however, it will remain in effect for the new Interest Rate Reset Period. The Interest Rate Basis determined in accordance with the foregoing provisions will be adjusted by the addition or subtraction of the Spread, if any, or by multiplying such Interest Determination DateRate Basis by the Spread Multiplier, if any.

Determination of Prime Rate. If the an Interest Rate Basis specified above for this Note is the Prime Rate, as specified on the interest rate with respect to face hereof (or, if this Note will be is in global form, in the Pricing Supplement), the Prime Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. applicable Interest Determination Date (a “Prime Rate” means, with respect to any Rate Interest Determination Date, ”) as the rate on such Interest Determination Date date as such rate is published in H.15(519) opposite the caption “Bank prime loan.” If such rate is or, if not published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the rate on such Prime Rate for such Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under such rate, opposite the caption “Bank prime loan.” If such rate is not yet published by 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or such other another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Prime Rate for such Interest Determination Date will shall be the arithmetic mean calculated by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on Reuters on page US PRIME 1 USPRIME1 (or any other page as may replace such page on such service for the purpose of displaying prime rates or base lending rates of major United States banks (“Reuters Page USPRIME1”)) as such bank’s prime rate or base lending rate as of 11:00 A.M.a.m., New York City time, on such Prime Rate Interest Determination Date, or, if . If fewer than four such rates so appear on Reuters Page USPRIME1 for such Prime Rate Interest Determination Date by 3:00 P.M.p.m., New York City time, on the related Calculation Date on Reuters page US PRIME 1 for such Interest Determination Date, then the rate will Prime Rate shall be the arithmetic mean calculated by the Calculation Agent and will be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Rate Interest Determination Date by three major banks (which may include affiliates of the Distribution Agents) in The City of New York selected by the Calculation Agent; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate with respect to determined as of such Prime Rate Interest Determination Date will be the Prime Rate in effect on such Prime Rate Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis specified above is the Prime Rate, the The interest rate payable with respect to this Note will Security shall be calculated by the Calculation Agent with reference to the Prime Rate plus and the Spread or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified aboveon the face hereof. “"Prime Rate” " means, with respect to any each Interest Determination DateDate specified on the face hereof, the rate set forth on such Interest Determination Date as date in H.15(519) under the heading "Bank Prime Loan", or any successor publication or heading. If the rate is not published in H.15(519) opposite the caption “Bank prime loan.” If such rate is not published by prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Prime Rate for will be the rate on such Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under Update opposite the caption “"Bank prime loan.” If Prime Loan". In the event that such rate is not published by in either H.15(519) or H.15 Daily Update prior to 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or on such other recognized electronic source on the related Calculation Interest Determination Date, then the Prime Rate for such Interest Determination Date will be calculated determined by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters page US PRIME 1 Screen USPRIME1 Page, or any successor screen or page, as such bank’s 's prime rate or base lending rate as of in effect for that Interest Determination Date at 11:00 A.M., A.M. New York City time, on such Interest Determination Date, or, if . If fewer than four such rates appear by 3:00 P.M., New York City time, on the related Calculation Date on Reuters page US PRIME 1 Screen USPRIME1 Page for such the Interest Determination Date, the rate will be calculated by the Calculation Agent and Prime Rate will be the arithmetic mean of the announced prime rates or base lending rates quoted (on the basis of the actual number of days in the year divided by a 360-day year ) as of the close of business on such Interest Determination Date by at least three major money center banks in The City of New York (which may include the Agents or their affiliates) selected by the Calculation Agent. If fewer than two such quotations are provided, the Prime Rate shall be determined on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any state thereof, having total equity capital of at least $500 million and being subject to supervision or examination by federal or state authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks so selected by the Calculation Agent as -------- ------ aforesaid are not quoting as mentioned in this sentence, the Prime Rate with respect to such Interest Determination Date will be the Prime Rate then in effect on such Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis specified above is the Prime Rate, the The interest rate payable with respect to this Note will Security shall be calculated by the Calculation Agent with reference to the Prime Rate plus and the Spread or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified aboveon the face hereof. “"Prime Rate” " means, with respect to any each Interest Determination DateDate specified on the face hereof, the rate set forth on such Interest Determination Date as date in H.15(519) under the heading "Bank Prime Loan", or any successor publication or heading. If the rate is not published in H.15(519) opposite the caption “Bank prime loan.” If such rate is not published by prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Prime Rate for will be the rate on such Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under Update opposite the caption “"Bank prime loan.” If Prime Loan". In the event that such rate is not published by in either H.15(519) or H.15 Daily Update prior to 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or on such other recognized electronic source on the related Calculation Interest Determination Date, then the Prime Rate for such Interest Determination Date will be calculated determined by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters page US PRIME 1 Screen USPRIME1 Page, or any successor screen or page, as such bank’s 's prime rate or base lending rate as of in effect for that Interest Determination Date at 11:00 A.M., A.M. New York City time, on such Interest Determination Date, or, if . If fewer than four such rates appear by 3:00 P.M., New York City time, on the related Calculation Date on Reuters page US PRIME 1 Screen USPRIME1 Page for such the Interest Determination Date, the rate will be calculated by the Calculation Agent and Prime Rate will be the arithmetic mean of the announced prime rates or base lending rates quoted (on the basis of the actual number of days in the year divided by a 360-day year ) as of the close of business on such Interest Determination Date by at least three major money center banks in The City of New York (which may include the Agents or their affiliates) selected by the Calculation Agent. If fewer than two such quotations are provided, the Prime Rate shall be determined on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any state thereof, having total equity capital of at least $500 million and being subject to supervision or examination by federal or state authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks so selected by the Calculation Agent as aforesaid are not quoting as ----------------- mentioned in this sentence, the Prime Rate with respect to such Interest Determination Date will be the Prime Rate then in effect on such Interest Determination Date.

Determination of Prime Rate. If the an Interest Rate Basis specified above for this Note is the Prime Rate, as specified on the interest rate with respect to face hereof (or, if this Note will be is in global form, in the Pricing Supplement), the Prime Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “applicable Interest Determination Date (a "Prime Rate” means, with respect to any Rate Interest Determination Date, ") as the rate on such Interest Determination Date date as such rate is published in H.15(519) opposite under the caption “"Bank prime loan.” If such rate is Prime Loan" or, if not published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the rate on such Prime Rate for such Interest Determination Date will be the rate as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate such rate, under the caption “"Bank prime loanPrime Loan.” " If such rate is not yet published by 3:00 P.M., New York City time, in H.15(519), H.15 Daily Update or such other another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Prime Rate for such Interest Determination Date will shall be the arithmetic mean calculated by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters page Screen US PRIME 1 Page (as defined hereinafter) as such bank’s 's prime rate or base lending rate as of 11:00 A.M.a.m., New York City time, on such Prime Rate Interest Determination Date, or, if . If fewer than four such rates so appear by 3:00 P.M., New York City time, on the related Calculation Date on Reuters page Screen US PRIME 1 Page for such Prime Rate Interest Determination Date, then the rate will Prime Rate shall be the arithmetic mean calculated by the Calculation Agent and will be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Rate Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent; provided, however, that if the banks or trust companies so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate with respect to determined as of such Prime Rate Interest Determination Date will be the Prime Rate in effect on such Prime Rate Interest Determination Date.

Determination of Prime Rate. If the Interest Reference Rate Basis specified above is the Prime Rate, the interest rate with respect to this Note will be the Prime Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Prime Rate” means, with respect to any Interest Determination Date, shall equal the rate on such the Interest Determination Date as published specified on the face hereof that appears in H.15(519) opposite under the caption “heading "Bank prime loan.” Prime Loan" or any replacement heading on that service. If such rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date specified on the face hereof pertaining to such Interest Determination Date, then the Prime Rate for will be the rate on such Interest Determination Date will be the rate as published in H.15 Daily UpdateUpdate under the heading "Bank Prime Loan" or any replacement heading on that service, or such other another recognized electronic source used for the purpose purposes of displaying the applicable rate under the caption “Bank prime loan.” rate. If such rate is not published by 3:00 P.M., New York City time, on such Calculation Date such rate is not published in either H.15(519), ) or H.15 Daily Update or such other recognized electronic source on the related Calculation Datesource, then the Prime Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters page Screen US PRIME 1 Page (as defined below) as such bank’s 's prime rate or base lending rate as of 11:00 A.M., New York City time, on such Interest Determination Date, or, if . If fewer than four such rates appear by 3:00 P.M., New York City time, on the related Calculation Date on Reuters page Screen US PRIME 1 for Page on such Interest Determination Calculation Date, the rate Prime Rate will be calculated by the Calculation Agent and will be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year , as of the close of business on such Interest Determination Date by three major banks in The City of New York (which may be affiliates of the Agents) selected by the Calculation Agent; provided, however, that if Agent after consultation with Hydro-Québec. If the banks so selected by the Calculation Agent are not quoting as mentioned in this sentencequoting, the Prime Rate with respect to such Interest Determination Date will shall be the Prime Rate in effect on such Interest Determination Date. "Reuters Screen US PRIME 1 Page" means the display designated as page "US PRIME 1" on the Reuters Monitor Money Rates Service, or any other page as may replace the US PRIME 1 page on that service for the purpose of displaying prime rates or base lending rates of major United States banks.