Common use of CD Rate Notes Clause in Contracts

CD Rate Notes. If the Interest Rate Basis is the CD Rate, this Note shall be deemed a “CD Rate Note.” Unless otherwise specified on the face hereof, “CD Rate” means: (1) the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof as published in H.15(519) (as defined below) under the caption “CDs (secondary market)”; or (2) if the rate referred to in clause (1) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit of the particular Index Maturity as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “CDs (secondary market)”; or (3) if the rate referred to in clause (2) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date calculated by the Calculation Agent as the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on that Interest Determination Date, of three leading non-bank dealers in negotiable United States dollar certificates of deposit in The City of New York (which may include the purchasing agent or its affiliates) selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable United States certificates of deposit with a remaining maturity closest to the particular Index Maturity in an amount that is representative for a single transaction in that market at that time; or (4) if the dealers so selected by the Calculation Agent are not quoting as mentioned in clause (3), the CD Rate in effect on the particular Interest Determination Date. “H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. “H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at hxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/H15/ update, or any successor site or publication.

CD Rate Notes. If the Interest Rate Basis is the CD Rate, this Note shall be deemed a “CD Rate Note.” Unless otherwise specified on the face hereof, “CD Rate” means: (1) the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof as published in H.15(519) (as defined below) under the caption “CDs (secondary market)”; or (2) if the rate referred to in clause (1) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit of the particular Index Maturity as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “CDs (secondary market)”; or (3) if the rate referred to in clause (2) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date calculated by the Calculation Agent as the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on that Interest Determination Date, of three leading non-bank dealers in negotiable United States dollar certificates of deposit in The City of New York (which may include the purchasing agent or its affiliates) selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable United States certificates of deposit with a remaining maturity closest to the particular Index Maturity in an amount that is representative for a single transaction in that market at that time; or (4) if the dealers so selected by the Calculation Agent are not quoting as mentioned in clause (3), the CD Rate in effect on the particular Interest Determination Date. “H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. “H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at hxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/H15/ update, or any successor site or publication.any

CD Rate Notes. If the Interest Rate Basis is the CD Rate, this Note shall be deemed a “CD Rate Note.” Unless otherwise specified on the face hereof, “CD Rate” means: (1) the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof as published in H.15(519) (as defined below) under the caption “CDs (secondary market)”; or (2) if the rate referred to in clause (1) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit of the particular Index Maturity as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “CDs (secondary market)”; or (3) if the rate referred to in clause (2) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date calculated by the Calculation Agent as the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on that Interest Determination Date, of three leading non-bank dealers in negotiable United States dollar certificates of deposit in The City of New York (which may include the purchasing agent or its affiliates) selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable United States certificates of deposit with a remaining maturity closest to the particular Index Maturity in an amount that is representative for a single transaction in that market at that time; or (4) if the dealers so selected by the Calculation Agent are not quoting as mentioned in clause (3), the CD Rate in effect on the particular Interest Determination Date. “H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. “H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at hxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/H15/ xxxx://xxx.xxxxxxxxxxxxxx.xxx/releases/H15/ update, or any successor site or publication.

CD Rate Notes. If the Interest Rate Basis is the CD Rate, this Note shall be deemed a “"CD Rate Note.” " Unless otherwise specified on the face hereof, “"CD Rate” " means: (1) the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof as published in H.15(519) (as defined below) under the caption “"CDs (secondary market)”"; or (2) if the rate referred to in clause (1) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit of the particular Index Maturity as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “"CDs (secondary market)”"; or (3) if the rate referred to in clause (2) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date calculated by the Calculation Agent as the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on that Interest Determination Date, of three leading non-bank dealers in negotiable United States dollar certificates of deposit in The City of New York (which may include the purchasing agent or its affiliates) selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable United States certificates of deposit with a remaining maturity closest to the particular Index Maturity in an amount that is representative for a single transaction in that market at that time; or (4) if the dealers so selected by the Calculation Agent are not quoting as mentioned in clause (3), the CD Rate in effect on the particular Interest Determination Date. “H.15(519."H.15(519)” " means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. “"H.15 Daily Update” " means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at hxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/H15/ http//www.federalreserve.gov/releases/H15/update, or any successor site or publicationsucxxxxxx xxxx xx xxxxxxxxxxx.

CD Rate Notes. If the Interest Rate Basis is the CD Rate, this Note shall be deemed a “"CD Rate Note.” " Unless otherwise specified on the face hereof, “"CD Rate” " means: (1) the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof as published in H.15(519) (as defined below) under the caption “"CDs (secondary market)”"; or (2) if the rate referred to in clause (1) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit of the particular Index Maturity as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “"CDs (secondary market)”"; or (3) if the rate referred to in clause (2) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date calculated by the Calculation Agent as the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on that Interest Determination Date, of three leading non-bank dealers in negotiable United States dollar certificates of deposit in The City of New York (which may include the purchasing agent or its affiliates) selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable United States certificates of deposit with a remaining maturity closest to the particular Index Maturity in an amount that is representative for a single transaction in that market at that time; or (4) if the dealers so selected by the Calculation Agent are not quoting as mentioned in clause (3), the CD Rate in effect on the particular Interest Determination Date. “"H.15(519)” " means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. “"H.15 Daily Update” " means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at hxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/H15/ http//www.federalreserve.gov/releases/H15/update, or any successor site or publicationsucxxxxxx xxxx xx xxxxxxxxxxx.

CD Rate Notes. If the Interest Rate Basis is the CD Rate, this Note shall be deemed a “"CD Rate Note.” " Unless otherwise specified on the face hereof, “"CD Rate” " means: (1) the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof as published in H.15(519) (as defined below) under the caption “"CDs (secondary market)”"; or (2) if the rate referred to in clause (1) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit of the particular Index Maturity as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “"CDs (secondary market)”"; or (3) if the rate referred to in clause (2) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date calculated by the Calculation Agent as the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on that Interest Determination Date, of three leading non-bank dealers in negotiable United States dollar certificates of deposit in The City of New York (which may include the purchasing agent or its affiliates) selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable United States certificates of deposit with a remaining maturity closest to the particular Index Maturity in an amount that is representative for a single transaction in that market at that time; or (4) if the dealers so selected by the Calculation Agent are not quoting as mentioned in clause (3), the CD Rate in effect on the particular Interest Determination Date. “H.15(519."H.15(519)” " means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. “H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at hxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/H15/ update, or any successor site or publication.Governors

CD Rate Notes. If the Interest Rate Basis is you purchase a CD rate note, your note will bear interest at an interest rate equal to the CD Raterate and adjusted by the spread or spread multiplier, this Note shall if any, indicated in the applicable pricing supplement. Unless we specify otherwise in the applicable pricing supplement, the CD rate will be deemed a “CD Rate Note.” Unless otherwise specified the rate, on the face hereofrelevant interest determination date, “CD Rate” means: (1) the rate on the particular Interest Determination Date for negotiable United States U.S. dollar certificates of deposit having the Index Maturity index maturity specified on in the face hereof applicable pricing supplement, as published in H.15(519) (as defined below) prior to 3:00 p.m., New York City time, on the calculation date pertaining to the relevant interest determination date, under the caption heading “CDs (secondary marketSecondary Market)”; or (2) if .” If the CD rate cannot be determined as described above, unless otherwise specified in the applicable pricing supplement, the following procedures will apply: • If the rate referred to described above does not appear in clause (1H.15(519) is not so published by 3:00 P.M., New York City time, on the related Calculation Daterelevant interest calculation date, unless the calculation is made earlier and the rate on is available from that source at that time, then the particular Interest Determination Date CD rate will be the rate, for the relevant interest determination date for negotiable United States U.S. dollar certificates of deposit of having the particular Index Maturity index maturity specified in the applicable pricing supplement, as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rateUpdate, under the caption heading “CDs (secondary market)”; ” or (3) if another recognized electronic source used for displaying that rate. Table of Contents • If the rate referred to described above does not appear in clause (2) is not so published H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on the related Calculation Daterelevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, the CD rate on the particular Interest Determination Date calculated by the Calculation Agent as will be the arithmetic mean of the following secondary market offered rates for negotiable U.S. dollar certificates of deposit of major U.S. money center banks of the highest credit rating standing in the market for negotiable certificates of deposit with a remaining maturity closest to the index maturity specified in the applicable pricing supplement, and in a representative amount: the rates offered as of 10:00 A.M., New York City time, on that Interest Determination Datethe relevant interest determination date, of by three leading non-bank dealers in negotiable United States U.S. dollar certificates of deposit in The City of New York (City, one of which may include the purchasing agent be TD or its affiliates) an affiliate, as selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable United States certificates of deposit with a remaining maturity closest to the particular Index Maturity in an amount that is representative for a single transaction in that market at that time; or (4) if the calculation agent. • If fewer than three dealers so selected by the Calculation Agent calculation agent are not quoting as mentioned in clause (3)described above, the CD Rate rate in effect on for the particular Interest Determination Datenew interest period will be the CD rate in effect for the prior interest period. “H.15(519)” means If the weekly statistical release designated as H.15(519)initial interest rate has been in effect for the prior interest period, or any successor publicationhowever, published by it will remain in effect for the Board of Governors of the Federal Reserve System. “H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at hxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/H15/ update, or any successor site or publicationnew interest period.

CD Rate Notes. If the Interest Rate Basis is the CD Rate, this Note shall be deemed a “CD Rate Note.” Unless otherwise specified on the face hereof, “CD Rate” means: (1) the rate on the particular Interest Determination Date for negotiable United States dollar Dollar certificates of deposit having the Index Maturity specified on the face hereof as published in H.15(519) (as defined below) under the caption “CDs (secondary market)”; or (2) if the rate referred to in clause (1) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date for negotiable United States dollar Dollar certificates of deposit of the particular Index Maturity as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “CDs (secondary market)”; or (3) if the rate referred to in clause (2) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date calculated by the Calculation Agent as the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on that Interest Determination Date, of three leading non-bank dealers in negotiable United States dollar Dollar certificates of deposit in The City of New York City (which may include the purchasing agent or its affiliates) selected by the Calculation Agent for negotiable United States dollar Dollar certificates of deposit of major United States money market banks for negotiable United States certificates of deposit with a remaining maturity closest to the particular Index Maturity in an amount that is representative for a single transaction in that market at that time; or (4) if the dealers so selected by the Calculation Agent are not quoting as mentioned in clause (3), the CD Rate in effect on the particular Interest Determination Date. “H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. “H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at hxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/H15/ xxxx://xxx.xxxxxxxxxxxxxx.xxx/releases/H15/ update, or any successor site or publication.

CD Rate Notes. If the Interest Rate Basis is the CD Rate, this Note shall be deemed a “CD Rate Note.” Unless otherwise specified on the face hereof, “CD Rate” means: (1) the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof as published in H.15(519H.15 (519) (as defined below) under the caption “CDs (secondary market)”; or (2) if the rate referred to in clause (1) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit of the particular Index Maturity as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “CDs (secondary market)”; or (3) if the rate referred to in clause (2) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date calculated by the Calculation Agent as the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on that Interest Determination Date, of three leading non-bank dealers in negotiable United States dollar certificates of deposit in The City of New York (which may include the purchasing agent or its affiliates) selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable United States certificates of deposit with a remaining maturity closest to the particular Index Maturity in an amount that is representative for a single transaction in that market at that time; or (4) if the dealers so selected by the Calculation Agent are not quoting as mentioned in clause (3), the CD Rate in effect on the particular Interest Determination Date. “H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. “H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at hxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/H15/ update, or any successor site or publication.an

CD Rate Notes. If the Interest Base Rate Basis specified on the face hereof is the CD Rate, this Note shall be deemed a “will bear interest at the interest rate calculated by reference to the CD Rate Note.” (as defined below) and the Spread or Spread Multiplier, if any, specified on the face hereof. Unless otherwise specified on the face hereof, the “CD Rate” means: (1) with respect to each Interest Reset Date will be determined by the Calculation Agent as of the applicable Interest Determination Date and shall be the rate on the particular Interest Determination Date such date for negotiable United States U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof hereof, as published in H.15(519) (as defined below) under the caption heading “CDs (secondary market)”; or (2) if .” In the event that such rate referred to in clause (1) is does not so published appear by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the CD Rate for such Interest Reset Date shall be the rate on the particular Interest Determination Date for negotiable United States U.S. dollar certificates of deposit of having the particular Index Maturity specified on the face hereof, as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, Interest Determination Date under the caption heading “CDs (secondary market)”; or (3) if .” In the rate referred to in clause (2) event that neither of the foregoing rates is not so published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the rate on CD Rate for such Interest Reset Date shall be the particular Interest Determination Date arithmetic mean, as calculated by the Calculation Agent as the arithmetic mean Agent, of the secondary market offered rates as of at approximately 10:00 A.M.a.m., New York City time, on that such Interest Determination Date, Date of three leading non-bank nonbank dealers in negotiable United States U.S. dollar certificates of deposit in The City of New York (which may include the purchasing agent or its affiliates) selected by the Calculation Agent with the approval of Mexico (such approval not to be unreasonably withheld) for negotiable United States dollar certificates of deposit of major United States money center banks of the then highest credit standing (in the market banks for negotiable United States certificates of deposit deposit) with a remaining maturity closest to the particular specified Index Maturity in an amount a denomination of $5,000,000; provided, however, that is representative for a single transaction in that market at that time; or (4) if the dealers so selected as aforesaid by the Calculation Agent with the approval of Mexico (such approval not to be unreasonably withheld) are not quoting as mentioned in clause (3)this sentence, the CD Rate shall be the CD Rate in effect on the particular such Interest Determination Date. “H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. “H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at hxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/H15/ update, or any successor site or publication.