Ending Rate definition

Ending Rate shall equal the 10-Year Constant Maturity Treasury Rate (the “CMT10 Rate”) published on the Federal Reserve H15 publication at approximately 5:00 p.m., New York City time, available on Bloomberg data services (“Bloomberg”) page H15T10Y, or any successor service or page displaying such rate, on the Valuation Date (as defined below). If the CMT10 Rate cannot be determined by reference to Bloomberg page H15T10Y at approximately 5:00 p.m., New York City time, such rate shall be determined by reference to Reuters page FRBCMT. If the CMT10 Rate cannot be determined by reference to Reuters page FRBCMT, such rate shall be determined in accordance with the procedures set forth in the Company’s MTN prospectus supplement, dated March 31, 2006 and filed on April 3, 2006, relating to the determination of the CMT Rate in the event of the unavailability of CMT Moneyline Telerate Page 7051. The “Valuation Date” will be the fifth scheduled Business Day (as defined below) before the Stated Maturity Date, provided that, if the fifth scheduled Business Day is not a Business Day, then the Ending Rate will equal the CMT10 Rate on the next scheduled Business Day. If the second scheduled Business Day preceding the Stated Maturity Date is not a Business Day, then the CMT10 Rate shall be determined by the Calculation Agent (or, if not determinable, estimated by the Calculation Agent (as defined below)) in a manner which is considered commercially reasonable under the circumstances.