Common use of Original Issue Discount Notes Clause in Contracts

Original Issue Discount Notes. This Note may be issued as a Note in which the issue price (set forth on the face hereof) is less than 100% of the principal amount thereof, (i.e. par) by more than a percentage equal to the product of 0.25% and the number of full years to the Maturity Date ("Original Issue Discount Notes"). Original Issue Discount Notes may not bear any interest currently or may bear interest at a rate that is below market rates at the time of the issuance. The difference between the issue price of an Original Issue Discount Note and par is referred to as the "Discount." In the event of redemption, repayment or acceleration of Maturity of an Original Issue Discount Note, the amount payable to the Holder will be equal to the sum of: o the issue price (increased by any accruals of Discount) and, in the event of any redemption of the applicable Original Issue Discount Note, if applicable, multiplied by the initial redemption percentage (as adjusted, if applicable); and o any unpaid interest accrued on the Original Issue Discount Note to the date of the redemption, repayment or acceleration of the Maturity, as the case may be. For purposes of determining the amount of Discount that has accrued as of any date on which a redemption, repayment or acceleration of Maturity occurs for an Original Issue Discount Note, a Discount will be accrued using a constant yield method. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates for the applicable Original Issue Discount Note (with ratable accruals within a compounding period), a coupon rate equal to the initial coupon rate applicable to the Original Issue Discount Note and an assumption that the Maturity of an Original Issue Discount Note will not be accelerated. If the period from the date of issue to the first Interest Payment Date for an Original Issue Discount Note (the "Initial Period") is shorter than the compounding period for the Original Issue Discount Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the then the compounding, then the period will be divided into a regular compounding period and a short with the short period being treated as provided in the preceding sentence. The accrual of the applicable Discount may differ from the accrual of original issue discount for purposes of the Internal Revenue Code of 1986 (the "Code"), as amended, certain Original Issue Discount Notes may not be treated as having original issue discount within the meaning of the Code, and notes other than Original Issue Discount Notes may be treated as issued with original issue discount for federal income tax purposes. GENERAL INFORMATION REGARDING THE NOTES

Original Issue Discount Notes. This Note Notes may be issued as with original issue discount. A note of this type is issued at a Note in which the issue price (set forth on the face hereof) lower than its principal amount and may provide for an amount payable upon redemption or acceleration of maturity that is less than 100% of the note’s stated principal amount thereof, (i.e. par) by more than a percentage equal to the product of 0.25% and the number of full years to the Maturity Date ("Original Issue Discount Notes")amount. Original Issue Discount Notes may not bear any interest currently or may bear interest at a rate that is below market rates at the time of the issuance. The difference between the issue price of an Original Issue Discount Note and par is referred to as the "Discount." In the event of redemption, repayment or acceleration of Maturity of an Original Issue Discount Note, the amount payable to the Holder will be equal to the sum of: o the issue price (increased by any accruals of Discount) and, in the event of any redemption of the applicable Original Issue Discount Note, if applicable, multiplied by the initial redemption percentage (as adjusted, if applicable); and o any unpaid interest accrued on the Original Issue Discount Note to the date of the redemption, repayment or acceleration of the Maturity, as the case may be. For purposes of determining the amount of Discount that has accrued as of any date on which a redemption, repayment or acceleration of Maturity occurs for an Original Issue Discount Note, a Discount will be accrued using a constant yield method. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates for the applicable Original Issue Discount Note (with ratable accruals within a compounding period), a coupon rate equal to the initial coupon rate applicable to the Original Issue Discount Note and an assumption that the Maturity of an Original Issue Discount Note will not be accelerated. If the period from the date of issue to the first Interest Payment Date for an Original Issue Discount Note (the "Initial Period") is shorter than the compounding period for the Original Issue Discount Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the then the compounding, then the period will be divided into a regular compounding period and a short with the short period being treated as provided in the preceding sentence. The accrual of the applicable Discount may differ from the accrual of An original issue discount for purposes of the Internal Revenue Code of 1986 (the "Code"), as amended, certain Original Issue Discount Notes note may not also be treated as having original issue a zero-coupon note. A note issued at a discount within the meaning of the Code, and notes other than Original Issue Discount Notes to its principal may be treated considered for U.S. federal income tax purposes as issued with original issue discount discount, regardless of the amount payable upon redemption or acceleration of maturity. The applicable pricing supplement will specify if your Notes are issued with original issue discount. In such case, see “Tax Consequences—United States Taxation” in the accompanying prospectus and the sections describing the tax consequences for the specific terms of your notes in the applicable pricing supplement for a brief description of the U.S. federal income tax purposesconsequences of owning a note issued with original issue discount. GENERAL INFORMATION REGARDING THE NOTESYour pricing supplement will describe all relevant terms of your note not described in this prospectus supplement or the accompanying prospectus, including one or more of the following terms of your note: • the stated maturity; • the specified currency or currencies for principal and interest, if not U.S. dollars; • the price at which we originally issue your note, expressed as a percentage of the principal amount, and the issue date; • whether your note is a fixed rate note, floating rate note, fixed-to-floating rate note, floating-to-fixed rate note, or some other type of note specified therein; • if your note is a fixed rate note, the annual rate at which your note will bear interest, if any, and the interest payment dates; • if your note is a floating rate note, fixed-to-floating rate note or floating-to-fixed rate note, the interest rate basis, which may be one of the interest rate bases described in “—Interest Rates—Floating Rate Notes” below; any applicable spread or spread multiplier or initial, maximum or minimum rate; and the interest reset, determination, calculation and payment dates, all of which we describe under “—Interest Rates—Floating Rate Notes” below; • if your note is an original issue discount note, the yield to maturity; • if applicable, the circumstances under which your note may be redeemed at our option before the stated maturity, including any redemption commencement date, redemption price(s) and redemption period(s); • if applicable, the circumstances under which you may demand repayment of your note before the stated maturity, including any repayment commencement date, repayment price(s) and repayment period(s); • any special Canadian or U.S. federal income tax consequences of the purchase, ownership or disposition of a particular issuance of notes; • the use of proceeds, if different than those discussed in this prospectus supplement; and • any other terms of your note, which could be different from those described in this prospectus supplement or the accompanying prospectus. At maturity, unless otherwise set forth in the applicable pricing supplement, you will receive the principal amount of your notes, plus accrued and unpaid interest, if any, as described under “—Interest Payments” below.