Common use of Determination of Interest Rate to Maturity; Notification Thereof Clause in Contracts

Determination of Interest Rate to Maturity; Notification Thereof. Subject to the Remarketing Dealer's election to remarket the Securities as provided in Section 2(a), by 3:30 p.m., New York City time, on the third Business Day immediately preceding the Remarketing Date (the "Determination Date"), the Remarketing Dealer shall determine the Interest Rate to Maturity to the nearest one hundred-thousandth (0.00001) of one percent per annum. The Interest Rate to Maturity shall be equal to the sum of 5.668% (the "Base Rate") and the Applicable Spread (as defined below), which will be based on the Dollar Price (as defined below) of the Securities. The "Applicable Spread" shall be the lowest bid indication, expressed as a spread (in the form of a percentage or in basis points) above the Base Rate, obtained by the Remarketing Dealer on the Determination Date from the bids quoted by five Reference Corporate Dealers (as defined below) for the full aggregate principal amount of the Securities at the Dollar Price, but assuming (i) an issue date that is the Remarketing Date, with settlement on such date without accrued interest, (ii) a maturity date equal to the Stated Maturity Date of the Securities and (iii) a stated annual interest rate, payable semiannually on each Interest Payment Date, equal to the Base Rate plus the spread bid by the applicable Reference Corporate Dealer. If fewer than five Reference Corporate Dealers bid as described above, then the Applicable Spread shall be the lowest of such bid indications obtained as described above. The Interest Rate to Maturity announced by the Remarketing Dealer, absent manifest error, shall be binding and conclusive upon the Beneficial Owners and Holders of the Securities, the Company and the Trustee.

Determination of Interest Rate to Maturity; Notification Thereof. Subject The Remarketing Dealer shall determine the interest rate the Drs. will bear from the Remarketing Date to the Remarketing Dealer's election to remarket Stated Maturity Date (the Securities as provided in Section 2(a), by 3:30 p.m., New York City time, "INTEREST RATE TO MATURITY") on the third Business Day immediately preceding the Remarketing Date (the "Determination DateDETERMINATION DATE") by soliciting by 3:30 p.m., New York City time, the Reference Corporate Dealers (defined below) for firm, committed bids to purchase all outstanding Drs. at the Dollar Price (defined below), and by selecting the Remarketing Dealer lowest such firm, committed bid (regardless of whether each of the Reference Corporate Dealers actually submit bids). Each bid shall determine be expressed in terms of the Interest Rate to Maturity that the Drs. would bear (quoted as a spread over 4.93% per annum (the "BASE RATE")) based on the following assumptions: (i) the Drs. would be sold to the Reference Corporate Dealer on the Remarketing Date for settlement on the same day; (ii) the Drs. would mature on the Stated Maturity Date; and (iii) the Drs. would bear interest from the Remarketing Date at a stated rate equal to the Interest Rate to Maturity bid by such Reference Corporate Dealer, payable semi-annually on the interest payment dates for the Drs. The Interest Rate to Maturity announced by the Remarketing Dealer as a result of such process will be quoted to the nearest one hundred-thousandth (0.00001) of one percent per annum. The Interest Rate to Maturity shall be equal to the sum of 5.668% (the "Base Rate") and the Applicable Spread (as defined below), which will be based on the Dollar Price (as defined below) of the Securities. The "Applicable Spread" shall be the lowest bid indication, expressed as a spread (in the form of a percentage or in basis points) above the Base Rate, obtained by the Remarketing Dealer on the Determination Date from the bids quoted by five Reference Corporate Dealers (as defined below) for the full aggregate principal amount of the Securities at the Dollar Price, but assuming (i) an issue date that is the Remarketing Date, with settlement on such date without accrued interest, (ii) a maturity date equal to the Stated Maturity Date of the Securities and (iii) a stated annual interest rate, payable semiannually on each Interest Payment Date, equal to the Base Rate plus the spread bid by the applicable Reference Corporate Dealer. If fewer than five Reference Corporate Dealers bid as described above, then the Applicable Spread shall be the lowest of such bid indications obtained as described above. The Interest Rate to Maturity announced by the Remarketing Dealerannum and, absent manifest error, shall will be binding and conclusive upon the Beneficial Owners and Holders holders of the SecuritiesDrs., the Company and the Trustee. The Remarketing Dealer shall have the discretion to select the time at which the Interest Rate to Maturity is determined on the Determination Date. The Remarketing Dealer shall have the right in its sole discretion to either (i) remarket the Drs. for its own account (at a price equal to the lowest firm, committed bid, as described above) or (ii) sell the Drs. to the Reference Corporate Dealer submitting the lowest firm, committed, bid. If two or more Reference Corporate Dealers submit equivalent bids which constitute the lowest firm, committed bid, the Remarketing Dealer may in its sole discretion elect to sell the Drs. to any such Reference Corporate Dealer. If the Remarketing Dealer has elected to remarket the Drs. as provided herein, then it shall notify the Company, the Trustee and DTC by telephone, confirmed in writing (which may include facsimile or other electronic transmission), by 5:00 p.m., New York City time, on the Determination Date of the Interest Rate to Maturity applicable to the Drs. effective from and including the Remarketing Date.

Determination of Interest Rate to Maturity; Notification Thereof. Subject The Remarketing Dealer shall determine the interest rate the Drs. will bear from the Remarketing Date to the Remarketing Dealer's election Stated Maturity Date (the "Interest Rate to remarket the Securities as provided in Section 2(a), by 3:30 p.m., New York City time, Maturity") on the third Business Day immediately preceding the Remarketing Date (the "Determination Date")) by soliciting by 3:30 p.m., New York City time, the Remarketing Dealer Reference Corporate Dealers for firm, committed bids to purchase all outstanding Drs. at the Dollar Price, and by selecting the lowest such firm, committed bid (regardless of whether each of the Reference Corporate Dealers actually submit bids). Each bid shall determine be expressed in terms of the Interest Rate to Maturity that the Drs. would bear (quoted as a spread over 5.67% per annum (the "Base Rate")) based on the following assumptions: (i) the Drs. would be sold to the Reference Corporate Dealer on the Remarketing Date for settlement on the same day; (ii) the Drs. would mature on the Stated Maturity Date; and (iii) the Drs. would bear interest from the Remarketing Date at a stated rate equal to the Interest Rate to Maturity bid by such Reference Corporate Dealer, payable semi-annually on the interest payment dates for the Drs. The Interest Rate to Maturity announced by the Remarketing Dealer as a result of such process will be quoted to the nearest one hundred-thousandth (0.00001) of one percent per annum. The Interest Rate to Maturity shall be equal to the sum of 5.668% (the "Base Rate") and the Applicable Spread (as defined below), which will be based on the Dollar Price (as defined below) of the Securities. The "Applicable Spread" shall be the lowest bid indication, expressed as a spread (in the form of a percentage or in basis points) above the Base Rate, obtained by the Remarketing Dealer on the Determination Date from the bids quoted by five Reference Corporate Dealers (as defined below) for the full aggregate principal amount of the Securities at the Dollar Price, but assuming (i) an issue date that is the Remarketing Date, with settlement on such date without accrued interest, (ii) a maturity date equal to the Stated Maturity Date of the Securities and (iii) a stated annual interest rate, payable semiannually on each Interest Payment Date, equal to the Base Rate plus the spread bid by the applicable Reference Corporate Dealer. If fewer than five Reference Corporate Dealers bid as described above, then the Applicable Spread shall be the lowest of such bid indications obtained as described above. The Interest Rate to Maturity announced by the Remarketing Dealerannum and, absent manifest error, shall will be binding and conclusive upon the Beneficial Owners and Holders holders of the SecuritiesDrs., the Company and the Trustee. The Remarketing Dealer shall have the discretion to select the time at which the Interest Rate to Maturity is determined on the Determination Date. The Remarketing Dealer shall have the right in its sole discretion to either (i) remarket the Drs. for its own account (at a price equal to the lowest firm, committed bid, as described above) or (ii) sell the Drs. to the Reference Corporate Dealer submitting the low- est firm, committed, bid. If two or more Reference Corporate Dealers submit equivalent bids which constitute the lowest firm, committed bid, the Remarketing Dealer may in its sole discretion elect to sell the Drs. to any such Reference Corporate Dealer. If the Remarketing Dealer has elected to remarket the Drs. as provided herein, then it shall notify the Company, the Trustee and DTC by telephone, confirmed in writing (which may include facsimile or other electronic transmission), by 5:00 p.m., New York City time, on the Determination Date of the Interest Rate to Maturity applicable to the Drs. effective from and including the Remarketing Date.

Determination of Interest Rate to Maturity; Notification Thereof. Subject The Remarketing Dealer shall determine the interest rate the Drs. will bear from the Remarketing Date to the Remarketing Dealer's election Stated Maturity Date (the "Interest Rate to remarket the Securities as provided in Section 2(a), by 3:30 p.m., New York City time, Maturity") on the third Business Day immediately preceding the Remarketing Date (the "Determination Date") by soliciting by 3:30 p.m., New York City time, the Reference Corporate Dealers (defined below) for firm, committed bids to purchase all outstanding Drs. at the Dollar Price (defined below), and by selecting the Remarketing Dealer lowest such firm, committed bid (regardless of whether each of the Reference Corporate Dealers actually submit bids). Each bid shall determine be expressed in terms of the Interest Rate to Maturity that the Drs. would bear (quoted as a spread over 5.657% per annum (the "Base Rate")) based on the following assumptions: (i) the Drs. would be sold to the Reference Corporate Dealer on the Remarketing Date for settlement on the same day; (ii) the Drs. would mature on the Stated Maturity Date; (iii) the Drs. would bear interest from the Remarketing Date at a stated rate equal to the Interest Rate to Maturity bid by such Reference Corporate Dealer, payable semi-annually on the interest payment dates for the Drs. and (iv) the winning bidder will bear all of its own expenses (including legal fees) in connection with any resale of the Drs. The Interest Rate to Maturity announced by the Remarketing Dealer as a result of such process will be quoted to the nearest one hundred-thousandth (0.00001) of one percent per annum. The Interest Rate to Maturity shall be equal to the sum of 5.668% (the "Base Rate") and the Applicable Spread (as defined below), which will be based on the Dollar Price (as defined below) of the Securities. The "Applicable Spread" shall be the lowest bid indication, expressed as a spread (in the form of a percentage or in basis points) above the Base Rate, obtained by the Remarketing Dealer on the Determination Date from the bids quoted by five Reference Corporate Dealers (as defined below) for the full aggregate principal amount of the Securities at the Dollar Price, but assuming (i) an issue date that is the Remarketing Date, with settlement on such date without accrued interest, (ii) a maturity date equal to the Stated Maturity Date of the Securities and (iii) a stated annual interest rate, payable semiannually on each Interest Payment Date, equal to the Base Rate plus the spread bid by the applicable Reference Corporate Dealer. If fewer than five Reference Corporate Dealers bid as described above, then the Applicable Spread shall be the lowest of such bid indications obtained as described above. The Interest Rate to Maturity announced by the Remarketing Dealerannum and, absent manifest error, shall will be binding and conclusive upon the Beneficial Owners and Holders holders of the SecuritiesDrs., the Company and the Trustee. The Remarketing Dealer shall have the discretion to select the time at which the Comparable Treasury Price is determined on the Determination Date. The Remarketing Dealer shall have the right in its sole discretion to either (i) remarket the Drs. for its own account or (ii) sell the Drs. to the Reference Corporate Dealer submitting the lowest firm, committed, bid pursuant to this Section 4 of this Security. If two or more Reference Corporate Dealers submit equivalent bids which constitute the lowest firm, committed bid, the Remarketing Dealer may in its sole discretion elect to sell the Drs. to any such Reference Corporate Dealer. If the Remarketing Dealer has elected to remarket the Drs. as provided herein, then it shall notify the Company, the Trustee and DTC by telephone, confirmed in writing (which may include facsimile or other electronic transmission), by 5:00 p.m., New York City time, on the Determination Date of the Interest Rate to Maturity applicable to the Drs. effective from and including the Remarketing Date; provided that, if the Dollar Price is being determined by the Remarketing Dealer because the Company has elected to exercise its option described in clause (x) of subsection 6(a) of this Security, the Dollar Price shall be determined by the Remarketing Dealer and communicated to the Company by no later than 10:00 a.m. on the Determination Date. .

Determination of Interest Rate to Maturity; Notification Thereof. Subject The Remarketing Dealer shall determine the interest rate the Securities will bear from the Remarketing Date to the Remarketing Dealer's election Stated Maturity Date (the "Interest Rate to remarket the Securities as provided in Section 2(a), by 3:30 p.m., New York City time, Maturity") on the third Business Day immediately preceding the Remarketing Date (the "Determination Date") by soliciting by 3:30 p.m., New York City time, the Reference Corporate Dealers (defined below) for firm, committed bids to purchase all outstanding Securities at the Dollar Price (defined below), and by selecting the Remarketing lowest such firm, committed bid (regardless of whether each of the /SM/ "Dealer remarketable security" is a service xxxx of X.X. Xxxxxx Securities Inc. Reference Corporate Dealers actually submit bids). Each bid shall determine be expressed in terms of the Interest Rate to Maturity that the Securities would bear (quoted as a spread over 6% per annum (the "Base Rate")) based on the following assumptions: (a) the Securities would be sold to the Reference Corporate Dealer on the Remarketing Date for settlement on the same day; (b) the Securities would mature on the Stated Maturity Date; and (c) the Securities would bear interest from the Remarketing Date at a stated rate equal to the Interest Rate to Maturity bid by such Reference Corporate Dealer, payable semi-annually on the interest payment dates for the Securities The Interest Rate to Maturity announced by the Remarketing Dealer as a result of such process will be quoted to the nearest one hundred-thousandth (0.00001) of one percent per annum. The Interest Rate to Maturity shall be equal to the sum of 5.668% (the "Base Rate") and the Applicable Spread (as defined below), which will be based on the Dollar Price (as defined below) of the Securities. The "Applicable Spread" shall be the lowest bid indication, expressed as a spread (in the form of a percentage or in basis points) above the Base Rate, obtained by the Remarketing Dealer on the Determination Date from the bids quoted by five Reference Corporate Dealers (as defined below) for the full aggregate principal amount of the Securities at the Dollar Price, but assuming (i) an issue date that is the Remarketing Date, with settlement on such date without accrued interest, (ii) a maturity date equal to the Stated Maturity Date of the Securities and (iii) a stated annual interest rate, payable semiannually on each Interest Payment Date, equal to the Base Rate plus the spread bid by the applicable Reference Corporate Dealer. If fewer than five Reference Corporate Dealers bid as described above, then the Applicable Spread shall be the lowest of such bid indications obtained as described above. The Interest Rate to Maturity announced by the Remarketing Dealerannum and, absent manifest error, shall will be binding and conclusive upon the Beneficial Owners and Holders holders of the Securities, the Company and the Trustee. The Remarketing Dealer shall have the discretion to select the time at which the Interest Rate to Maturity is determined on the Determination Date. The Remarketing Dealer shall have the right in its sole discretion to either (i) remarket the Securities for its own account (at a price equal to the lowest firm, committed bid, as described above) or (ii) sell the Securities to the Reference Corporate Dealer submitting the lowest firm, committed, bid. If two or more Reference Corporate Dealers submit equivalent bids which constitute the lowest firm, committed bid, the Remarketing Dealer may in its sole discretion elect to sell the Securities to any such Reference Corporate Dealer. If the Remarketing Dealer has elected to remarket the Securities as provided herein, then it shall notify the Company, the Trustee and DTC by telephone, confirmed in writing (which may include facsimile or other electronic transmission), by 5:00 p.m., New York City time, on the Determination Date of the Interest Rate to Maturity applicable to the Securities effective from and including the Remarketing Date.