Calculation Agents. Each Terms Agreement, in additional to evidencing the purchase of Notes by an Agent on a principal basis, may also contain provisions to appoint the relevant Agent (or, in certain cases, an affiliate of such Agent or a third-party designated by such Agent) as a calculation agent in respect of the relevant Notes. If this is the case, statements substantially in the form of the last three paragraphs of Exhibit A hereto will be included in such Terms Agreement. Furthermore, in such circumstances, the Base Calculation Agency Provisions set forth in Exhibit E hereto will be (and will be specified to be) incorporated by reference in such Terms Agreement.
Calculation Agents. The Issuer will procure that there shall at all times be one or more Calculation Agents if provision is made for them in the Conditions applicable to the Notes and for so long as such Notes are outstanding. Where more than one Calculation Agent is appointed in respect of the Notes, references to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Period or Reset Period or to calculate any Interest Amount, early redemption amount, final redemption amount, optional redemption amount or Clean-up Call Option Amount, as the case may be, or to comply with any other requirements, the Issuer will appoint a leading bank or financial institution engaged in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the calculation or determination to be made by the Calculation Agent (acting through its principal New York office or any other office actively involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid.
Calculation Agents. The Issuing and Paying Agent is hereby designated as calculation agent (in such capacity, the "Calculation Agent") for the purpose of calculating the rate of interest on the Floating Rate Notes including the CD Rate, the Commercial Paper Rate, the Federal Funds Rate, the Prime Rate, LIBOR, the CMT Rate, the 11th District Cost of Funds Rate and the Treasury Rate all in accordance with the terms of the Floating Rate Notes. The duties and responsibilities of the Calculation Agent shall be as specified herein, in the Administrative Procedures attached as Exhibit B hereto, and in the applicable Note. As promptly as practicable after each Interest Determination Date for a Floating Rate Note, the Calculation Agent will notify the Issuer thereof of the interest rate which will become effective on the next interest Reset Date (as defined in such Floating Rate Note). Upon the request of the Holder of a Floating Rate Note, the Calculation Agent will provide to such Holder the interest rate then in effect and, if determined, the interest rate which will become effective on the next Interest Reset Date with respect to such Floating Rate Note. Each Issuer (at its sole cost and expense) may appoint from time to time one or more Calculation Agents for one or more of the Notes. The Issuer shall solicit written acceptance of the appointment from any entity so appointed as Calculation Agent. Such written acceptance shall be in a form satisfactory to the Issuing and Paying Agent and state that by the Calculation Agent's acceptance of such appointment, it agrees to act as a Calculation Agent pursuant to the terms and conditions of this Agreement. Each Issuer hereby appoints Bankers Trust Company as the initial Calculation Agent for the Notes, and Bankers Trust Company hereby accepts such appointment.
Calculation Agents
