Common use of Determination of Interest Rates Clause in Contracts

Determination of Interest Rates. The interest rate and, in the case of a floating interest rate, the Spread (if any), and the Spread Multiplier (if any), for any Note shall be established by the applicable Remarketing Agent in a remarketing as provided for in Section 207 hereof or otherwise not later than the first day of each succeeding Interest Rate Period for such Note, which must be a Business Day (each an "INTEREST RATE ADJUSTMENT DATE"), and will be the minimum rate of interest and, in the case of a floating interest rate, Spread (if any) and Spread Multiplier (if any) necessary in the judgment of such Remarketing Agent to produce a par bid in the secondary market for such Note on the date the interest rate is established. Such rate will be effective for the next succeeding Interest Rate Period for such Note commencing on such Interest Rate Adjustment Date. In the event that (i) the applicable Remarketing Agent has been removed or has resigned and no successor has been appointed; or (ii) such Remarketing Agent has failed to announce the appropriate interest rate, Spread (if any) or Spread Multiplier (if any), as the case may be, on the Interest Rate Adjustment Date for any Note for whatever reason; or (iii) the appropriate interest rate, Spread (if any) or Spread Multiplier (if any), as the case may be, or Interest Rate Period cannot be determined for any Note for whatever reason, then the next succeeding Interest Rate Period for such Note shall be automatically converted to a Weekly Rate Period, and the rate of interest thereon will be equal to the Federal Funds Rate (such rate of interest being referred to herein as the "SPECIAL INTEREST RATE"). After any Interest Rate Adjustment Date any Beneficial Owner may contact the Trustee or the Remarketing Agent in order to be advised of the interest rate applicable to such Beneficial Owner's remarketed Notes. No notice of the applicable interest rate will be sent to Beneficial Owners. The interest rate and other terms announced by the Remarketing Agent, absent manifest error, shall be binding and conclusive upon the Beneficial Owners, the Company and the Trustee.

Determination of Interest Rates. The interest rate andUnless and until a Replacement Rate is implemented in accordance with clause (c) below, in if prior to the case commencement of a floating interest rate, the Spread (if any), and the Spread Multiplier (if any), Interest Period for any Note shall be established by Eurocurrency Borrowing (the applicable Remarketing Agent in a remarketing as provided for in Section 207 hereof or otherwise not later than the first day of each succeeding Interest Rate Period for such Note, which must be a Business Day (each an "INTEREST RATE ADJUSTMENT DATE"), and will be the minimum rate of interest and, in the case of a floating interest rate, Spread (if any) and Spread Multiplier (if any) necessary in the judgment currency of such Remarketing Agent to produce a par bid in Borrowing herein called the secondary market for such Note on the date the interest rate is established. Such rate will be effective for the next succeeding Interest Rate Period for such Note commencing on such Interest Rate Adjustment Date. In the event that “Affected Currency”): (i) the applicable Remarketing Administrative Agent has been removed or has resigned determines (which determination shall be conclusive absent manifest error) that adequate and no successor has been appointedreasonable means do not exist for ascertaining the Adjusted LIBO Rate for the Affected Currency for such Interest Period; or or (ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for the Affected Currency for such Remarketing Agent has failed Interest Period will not adequately and fairly reflect the cost to announce the appropriate interest rate, Spread (if any) such Lenders of making or Spread Multiplier (if any), as the case may be, on the maintaining their respective Loans included in such Borrowing for such Interest Rate Adjustment Date for any Note for whatever reasonPeriod; or (iii) the appropriate interest rate, Spread (if any) or Spread Multiplier (if any), as the case may be, or Interest Rate Period cannot be determined for any Note for whatever reason, then the next succeeding Interest Rate Period for such Note Administrative Agent shall be automatically converted give notice thereof to a Weekly Rate Period, and the rate of interest thereon will be equal to the Federal Funds Rate (such rate of interest being referred to herein as the "SPECIAL INTEREST RATE"). After any Interest Rate Adjustment Date any Beneficial Owner may contact the Trustee or the Remarketing Agent in order to be advised of the interest rate applicable to such Beneficial Owner's remarketed Notes. No notice of the applicable interest rate will be sent to Beneficial Owners. The interest rate and other terms announced by the Remarketing Agent, absent manifest error, shall be binding and conclusive upon the Beneficial Owners, the Company and the TrusteeLenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and (A) if the Affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (B) if the Affected Currency is a Foreign Currency, such Borrowing shall be prepaid, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective.

Determination of Interest Rates. The interest rate and, in If prior to the case commencement of a floating interest rate, the Spread (if any), and the Spread Multiplier (if any), Interest Period for any Note shall be established by Eurocurrency Borrowing (the applicable Remarketing Agent in a remarketing as provided for in Section 207 hereof or otherwise not later than the first day of each succeeding Interest Rate Period for such Note, which must be a Business Day (each an "INTEREST RATE ADJUSTMENT DATE"), and will be the minimum rate of interest and, in the case of a floating interest rate, Spread (if any) and Spread Multiplier (if any) necessary in the judgment currency of such Remarketing Agent to produce a par bid in Borrowing herein called the secondary market for such Note on the date the interest rate is established. Such rate will be effective for the next succeeding Interest Rate Period for such Note commencing on such Interest Rate Adjustment Date. In the event that “Affected Currency”): (i) the applicable Remarketing Administrative Agent has been removed or has resigned determines (which determination shall be conclusive absent manifest error) that adequate and no successor has been appointedreasonable means do not exist for ascertaining the Adjusted LIBO Rate for the Affected Currency for such Interest Period; or or (ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for the Affected Currency for such Remarketing Agent has failed Interest Period will not adequately and fairly reflect the cost to announce the appropriate interest rate, Spread (if any) such Lenders of making or Spread Multiplier (if any), as the case may be, on the maintaining their respective Loans included in such Borrowing for such Interest Rate Adjustment Date for any Note for whatever reasonPeriod; or (iii) the appropriate interest rate, Spread (if any) or Spread Multiplier (if any), as the case may be, or Interest Rate Period cannot be determined for any Note for whatever reason, then the next succeeding Interest Rate Period for such Note Administrative Agent shall be automatically converted give notice thereof to a Weekly Rate Period, and the rate of interest thereon will be equal to the Federal Funds Rate (such rate of interest being referred to herein as the "SPECIAL INTEREST RATE"). After any Interest Rate Adjustment Date any Beneficial Owner may contact the Trustee or the Remarketing Agent in order to be advised of the interest rate applicable to such Beneficial Owner's remarketed Notes. No notice of the applicable interest rate will be sent to Beneficial Owners. The interest rate and other terms announced by the Remarketing Agent, absent manifest error, shall be binding and conclusive upon the Beneficial Owners, the Company and the TrusteeLenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and (A) if the Affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (B) if the Affected Currency is a Foreign Currency, such Borrowing shall be prepaid, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective.

Determination of Interest Rates. The interest rate and, in the case of a floating interest rate, the Spread (if any), ) and the Spread Multiplier (if any), ) for any Note shall will be established by the applicable Remarketing Agent in a remarketing as provided for described in Section 207 hereof or otherwise not later than the first day of each succeeding Interest Rate Period Adjustment Date for such Note, which must be a Business Day (each an "INTEREST RATE ADJUSTMENT DATE"), and will be Note as the minimum rate of interest and, in the case of a floating interest rate, Spread (if any) and Spread Multiplier (if any) necessary in the judgment of such Remarketing Agent to produce a par bid in the secondary market for such Note on the date the interest rate is established. Such rate will be effective for the next succeeding Interest Rate Period for such Note commencing on such Interest Rate Adjustment Date. In the event that (i) the applicable Remarketing Agent has been removed or has resigned and no successor has been appointed; , or (ii) such Remarketing Agent has failed to announce the appropriate interest rate, Spread (Spread, if any) , or Spread Multiplier (Multiplier, if any), as the case may be, on the Interest Rate Adjustment Date for any Note for whatever reason; , or (iii) the appropriate interest rate, Spread (Spread, if any) , or Spread Multiplier (Multiplier, if any), as the case may be, or Interest Rate Period cannot be determined for any Note for whatever reason, then the next succeeding Interest Rate Period for such Note shall be automatically converted to the Commercial Paper Term Mode with a Weekly Rate Period, determined as provided below under "Interest Rate Modes - Commercial Paper Term Period", and the rate of interest thereon will shall be equal to the Federal Funds Rate (such Special Interest Rate. The interest rate on the Notes will not exceed the Maximum Rate. The Trustee shall, upon request of interest being referred to herein as the "SPECIAL INTEREST RATE"). After any Interest Rate Adjustment Date any Beneficial Owner may contact the Trustee of a Note, advise such Beneficial Owner or the applicable Remarketing Agent in order to be advised of the interest rate and, in the case of a floating interest rate, the Interest Rate Basis or Bases, Spread (if any) and Spread Multiplier (if any), and in each case the other terms applicable to such Beneficial Owner's remarketed NotesNotes for the next Interest Rate Period. No notice Neither the Trustee nor the Company will otherwise be required to advise Beneficial Owners of the applicable interest rate will be sent to Beneficial Ownersrate. The interest rate and other terms announced by the Remarketing Agent, absent manifest error, shall will be binding and conclusive upon the Beneficial Owners, the Company and the Trustee. Floating Interest Rates. While any Note bears interest in the Long Term Rate Mode or the SPURS Mode (with respect to the period from, and including, the Interest Rate Adjustment Date commencing such period to, but excluding, the SPURS Remarketing Date), the Company may elect a floating interest rate by providing notice, which will be in or promptly confirmed in writing (which includes facsimile or appropriate electronic media), received by the Trustee and the Remarketing Agent for such Note (the "Floating Interest Rate Notice") not less than ten (10) days prior to the Interest Rate Adjustment Date for such Long Term Rate Period or SPURS Rate Period. The Floating Interest Rate Notice must identify by CUSIP number or otherwise the portion of the Note to which it relates and state the Interest Rate Period (or portion thereof, in the case of the SPURS Mode) therefor to which it relates. Each Floating Interest Rate Notice must also state the Interest Rate Basis or Bases, the Initial Interest Reset Date, the Interest Reset Period and Dates, the Interest Payment Period and Dates, the Index Maturity and the Floating Rate Maximum Interest Rate and/or Floating Rate Minimum Interest Rate, if any. If one or more of the applicable Interest Rate Bases is LIBOR or the CMT Rate, the Floating Interest Rate Notice shall also specify the Index Currency and Designated LIBOR Page or the Designated CMT Maturity Index and Designated CMT Telerate Page, respectively. If any Note bears interest at a floating rate in a Long Term Rate Period or SPURS Rate Period, such Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, specified by the Remarketing Agent, in the case of a Long Term Rate Period, or the SPURS Agent, in the case of a SPURS Rate Period, and recorded in Annex A to such Note. Commencing on the Interest Rate Adjustment Date for such Interest Rate Period, the rate at which interest on such Note shall be payable shall be reset as of each Interest Reset Date during such Interest Rate Period specified in the applicable Floating Interest Rate Notice.