FLOATING RATE INTEREST. (a) Each Note will bear interest from the Issue Date until maturity at a rate per annum, reset quarterly, equal to the sum of (i) the Applicable Variable Rate on the Determination Date plus (ii) 12.50%, as determined by the Calculation Agent in accordance with this Indenture. The Notes will bear interest from the most recent date to which interest has been paid or provided for or, if no interest has been paid or provided for, from the Issue Date. In respect of Additional Notes, references to the Issue Date shall mean the issue date of such Additional Notes or such other date as indicated in such Additional Notes. Interest shall be payable quarterly in arrears on each Interest Payment Date in accordance with Section 2.03 hereof to the person in whose name the Notes were registered at the close of business on the Record Date. Interest will be computed on the basis of the actual number of days in the year and the actual number of days elapsed.
(b) As soon as reasonably practicable upon determination, the Calculation Agent will inform the Trustee and the Company of the interest rate for the next interest period. Absent manifest error, the determination of the interest rate by the Calculation Agent shall be binding and conclusive on the Participants, the Trustee and the Company and, in the absence of gross negligence or willful misconduct, no liability to the Participants, the Trustee, the Agents, the Company or any other party will attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties, and discretions for such purposes or for any losses arising by virtue thereof.
(c) With respect to an Interest Period, on the applicable Determination Date, the Applicable Variable Rate shall be equal to the Applicable Offered Rate for deposits as such rate appears on the Applicable Reuters Page at the Applicable Calculation Time on such Determination Date. If, on such Determination Date, such rate does not appear on the Applicable Reuters Page as of the Applicable Calculation Time, or if the Applicable Reuters Page is not available on such date, the Calculation Agent shall obtain such rate from the Applicable Bloomberg Page.
(d) If no offered rate appears on the Applicable Reuters Page or the Applicable Bloomberg Page on the Determination Date at the Applicable Calculation Time, then the Company will select four Major Banks to provide a quotation of the Applicable Offered Rate offered by it for deposits to prime banks in the...
FLOATING RATE INTEREST. Each Series of Floating Rate Shelf Notes will evidence, at the time of issuance, either a LIBOR Loan or a Base Rate Loan, as provided in the applicable Confirmation of Acceptance (which Confirmation of Acceptance also will specify, in the case of a LIBOR Loan, the initial Interest Period). Thereafter, Company will deliver to each holder of one or more Notes of a Series an irrevocable written notice by e-mail, U.S. Mail or overnight delivery service received by each such holder no later than 12:00 noon New York City time on the third Business Day prior to (i) the last day of each Interest Period with respect to any outstanding LIBOR Loan or (ii) the day (which will be a Business Day) as of which the Company elects to convert a Base Rate Loan into a LIBOR Loan (except with respect to any LIBOR Loan or Base Rate Loan, which is to be prepaid on such last day pursuant to paragraph 4C). In said notice, Company will elect (A) in the case of an outstanding LIBOR Loan, whether that outstanding LIBOR Loan is to be continued as a LIBOR Loan or converted into a Base Rate Loan and, if said outstanding LIBOR Loan is to be continued as a LIBOR Loan, the applicable Interest Period, or (B) in the case of an outstanding Base Rate Loan being converted into a LIBOR Loan, the applicable Interest Period. Notwithstanding anything to the contrary stated by Company in its written notice, at no time will more than one Interest Period be in effect with respect to a Series of Floating Rate Shelf Notes. Further, the Company will not select an Interest Period for any LIBOR Loan under any Series of Notes (1) that would extend beyond the maturity date of that Series of Notes, or (2) if, after giving effect to said election, the principal amount of the LIBOR Loan would exceed the aggregate principal amount of the Notes of that Series outstanding after giving effect to any prepayment. Any election by the Company with respect to any Series of Floating Rate Shelf Notes applies to all Notes of that Series, on a pro rata basis in accordance with the outstanding principal amounts thereof.
