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TOYOTA MOTOR CREDIT CORPORATION GLOBAL MEDIUM-TERM NOTE, SERIES B (Floating Rate)

Promissory Note

TOYOTA MOTOR CREDIT CORPORATION GLOBAL MEDIUM-TERM NOTE, SERIES B (Floating Rate) | Document Parties: TOYOTA MOTOR CREDIT CORP | Cede & Co | DEUTSCHE BANK TRUST COMPANY You are currently viewing:
This Promissory Note involves

TOYOTA MOTOR CREDIT CORP | Cede & Co | DEUTSCHE BANK TRUST COMPANY

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Title: TOYOTA MOTOR CREDIT CORPORATION GLOBAL MEDIUM-TERM NOTE, SERIES B (Floating Rate)
Governing Law: New York     Date: 3/11/2009

TOYOTA MOTOR CREDIT CORPORATION GLOBAL MEDIUM-TERM NOTE, SERIES B (Floating Rate), Parties: toyota motor credit corp , cede & co , deutsche bank trust company
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EXHIBIT 4.2

 

[FORM OF FACE OF DTC REGISTERED

FLOATING RATE GLOBAL MEDIUM-TERM NOTE, SERIES B]

 

TOYOTA MOTOR CREDIT CORPORATION

GLOBAL MEDIUM-TERM NOTE, SERIES B

(Floating Rate)

 

REGISTERED

PRINCIPAL OR FACE AMOUNT

CUSIP:  ___________________

$___________________ 1

[ISIN:  ___________________]

[Common Code:  ___________________]

 

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

 

 

 

 

 

 


 

*** [  ] CHECK IF A PRINCIPAL INDEXED NOTE ***

IF CHECKED, CALCULATION AGENT: _____________

 

If this is a Principal Indexed Note, references herein to “principal” shall be deemed to be the face amount hereof, except that the amount payable upon Maturity of this Note shall be determined in accordance with the formula or formulas set forth below or in an attached Addendum hereto.


 

 

 

 


1 Insert Principal or Face Amount

 


 

Original Issue Date:

Stated Maturity Date:

 

Initial Interest Rate:  %

Interest Payment Dates:

 

Calculation Agent:

 

Interest Calculation:

[  ] Regular Floating Rate Note

[  ] Inverse Floating Rate Note:

Fixed Interest Rate:

[  ] Floating Rate/Fixed Rate Note:

Fixed Interest Rate:

Fixed Rate Commencement Date:

[  ] Other Floating Rate Note

(See attached Addendum)

 

Interest Rate Basis:

[  ] CD Rate

[  ] CMS Rate

[  ] CMT Rate

[  ] Commercial Paper Rate

[  ] Eleventh District Cost of Funds Rate

[  ] Federal Funds Rate

[  ] Federal Funds Open Rate

[  ] LIBOR

[  ] Prime Rate

[  ] Treasury Rate

[  ] Other (see attached Addendum)

 

If CMS:

Designated CMS Maturity Index:

 

If CMT:

Designated CMT Maturity Index:

 

Designated CMT Reuters Page:

[  ] T7051

[  ] T7052

 

If LIBOR:

Designated LIBOR Page:

Index Currency:

If CD Rate or LIBOR

Index Maturity:

 

2


 

Spread (+/-):

Spread Multiplier:

 

Maximum Interest Rate:

Minimum Interest Rate:

 

Initial Interest Reset Date:

Interest Rate Reset Period:

Interest Reset Dates:

Interest Rate Reset Cutoff Date:

Interest Determination Date:

 

Day Count Convention:

[  ] 30/360

[  ] Actual/360

[  ] Actual/Actual

 

Business Day Convention

[  ] Following

[  ] Modified Following

 

Redemption:

Redemption Date(s):

Notice of Redemption:

 

Repayment:

Optional Repayment Date(s):

Repayment Price:

 

Original Issue Discount:

Total Amount of Original Issue Discount:

Yield to Maturity:

Initial Accrual Period:

 

Specified Currency:

Minimum Denomination/Minimum Incremental Denomination:

 

If a Reopening Note, check [   ], and specify:

Initial Interest Accrual Date:

 

Addendum Attached:

[  ] Yes

[  ] No

 

Other Provisions:

 

3


 

TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“Issuer” or the “Company,” which terms include any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the Principal or Face Amount specified above, or if this is a Principal Indexed Note, the principal amount as determined in accordance with the terms set forth under “Other Provisions” above and/or in an Addendum attached hereto, on the Stated Maturity Date specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest on the Principal or Face Amount hereof as set forth above, at a rate per annum equal to the Initial Interest Rate specified above until the Initial Interest Reset Date specified above and thereafter at a rate per annum determined in accordance with the provisions hereof and any Addendum relating hereto depending upon the Interest Rate Basis or Bases, if any, and such other terms specified above, until the principal hereof is paid or duly made available for payment.

 

Unless otherwise specified in an Addendum hereto, Deutsche Bank Trust Company Americas will act as the Company’s paying agent and will make all payments of principal, premium and interest on the Note on the Company’s behalf.  Payment of the principal of this Note, any premium and the interest due at Maturity (as defined below) will be made upon surrender of this Note at the office or agency of such paying agent or at the office or agency of such other paying agent as the Company may determine.

 

Interest on this Note will accrue from and including the Original Issue Date specified above, at the rates determined from time to time as specified herein, until the principal hereof has been paid or made available for payment.  The Company shall pay interest on each Interest Payment Date specified above, commencing on the first Interest Payment Date following the Original Issue Date, and on the Stated Maturity Date or any Redemption Date or Optional Repayment Date (if specified as repayable at the option of the Holder in an attached Addendum) (the date of each such Stated Maturity Date, Redemption Date and Optional Repayment Date and the date on which principal or an installment of principal is due and payable by declaration of acceleration or otherwise pursuant to the Indenture being referred to hereinafter as a “Maturity” with respect to principal payable on such date); provided , however , that if the Original Issue Date is between a Regular Record Date (as defined below) and the next succeeding Interest Payment Date, interest payments will commence on the second Interest Payment Date following the Original Issue Date; and provided further , unless otherwise specified in an Addendum attached hereto, that if “Following” is specified above under Business Day Convention, if an Interest Payment Date (other than an Interest Payment Date at Maturity) would fall on a day that is not a Business Day (this and other capitalized terms used herein are defined on the reverse of the Note), such Interest Payment Date will be the following day that is a Business Day (the “Following Business Day Convention”), and if “Modified Following” is specified above under Business Day Convention, if an Interest Payment Date (other than an Interest Payment Date at Maturity) would fall on a day that is not a Business Day, such Interest Payment Date will be the following day that is a Business Day unless such next Business Day falls in the next calendar month, in which case such Interest Payment Date will be the next preceding day that is a Business Day (the “Modified Following Business Day Convention”).  Unless otherwise specified above, the “Regular Record Date” will be the fifteenth calendar day (whether or not a Business Day) prior to the applicable Interest Payment Date.

 

4


 

If the Maturity falls on a day which is not a Business Day, the payment due on such Maturity will be paid on the next succeeding Business Day with the same force and effect as if made on such Maturity and no interest will accrue with respect to such payment for the period from and after such Maturity.  The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such Interest Payment Date.  Any such interest which is payable, but not punctually paid or duly provided for on any Interest Payment Date (herein called “Defaulted Interest”), will forthwith cease to be payable to the registered Holder on such Regular Record Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest or at any time in any other lawful manner, as more fully provided in the Indenture.  A Special Record Date shall be fixed by the Trustee and notice thereof shall be given to the Holder of this Note not less than 10 days prior to such Special Record Date.

 

Unless otherwise specified under Specified Currency above and/or in an Addendum attached hereto, this Note will be denominated in U.S. dollars and payments of principal, premium and interest, if any, on this Note will be made in U.S. dollars or in such coin or currency of the United States as at the time of payment is legal tender for payments of public and private debts.  If this Note is not denominated in U.S. dollars or if the principal, premium or interest, if any, on this Note is payable in or by reference to a currency or in amounts determined by reference to one or more currencies other than that in which this Note is denominated, any other applicable provisions will be included in an Addendum attached hereto.  However, unless otherwise specified in an Addendum attached hereto, if any payment in respect of this Note is required to be made in a currency other than U.S. dollars and such currency is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond its control or is no longer used by the relevant government or for the settlement of transactions within the international banking community, then all payments in respect of this Note will be made in U.S. dollars until such currency is again available to the Company or so used. The amounts payable on any date in such currency will be converted into U.S. dollars on the basis of the most recently available market exchange rate for such currency or as otherwise indicated in an Addendum attached hereto.  Any payment so made in U.S. dollars will not constitute an Event of Default under the Indenture. If the Company cannot make payment in the Specified Currency indicated above solely because that currency has been replaced by the euro, then, beginning with the date the replacement becomes effective, the Company will be able to satisfy its obligations under this Note by making payment in euro.

 

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

 

Unless the certificate of authentication hereon has been executed by or on behalf of Deutsche Bank Trust Company Americas, the Trustee for this Note under the Indenture, or its successor thereunder, by the manual signature of one of its authorized officers, this Note will not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

5


 

[FORM OF REVERSE OF NOTE]

 

This Note is one of a duly authorized series of Securities (hereinafter called the “Securities”) of the Company designated as its Medium-Term Notes, Series B (the “Notes”).  The Notes are issued and to be issued under an Indenture, dated as of August 1, 1991, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. and The Chase Manhattan Bank, N.A.) as amended and supplemented by the First Supplemental Indenture, dated as of October 1, 1991, among the Company, The Bank of New York Mellon and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, and the Second Supplemental Indenture, dated as of March 31, 2004 among the Company, The Bank of New York Mellon and Deutsche Bank Trust Company Americas (collectively, the “Indenture”), to which Indenture, and all indentures supplemental thereto, reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee (as defined below) and the Holders of the Notes, and the terms upon which the Notes are to be authenticated and delivered.  Deutsche Bank Trust Company Americas shall act as Trustee with respect to the Notes (herein called the “Trustee”, which term includes any successor Trustee with respect to the Notes under the Indenture) and as registrar for the Notes.  The terms of individual Notes may vary with respect to interest rates or interest rate formulas, issue dates, maturity, redemption, repayment, currency of payment and otherwise.

 

This Note is not subject to any sinking fund and will not be redeemable or subject to repayment at the option of the Holder prior to the Stated Maturity Date, except as provided below.

 

Unless otherwise indicated on the face of this Note, this Note may not be redeemed prior to the Stated Maturity Date.  If so provided above, this Note may be redeemed by the Company on any Redemption Date specified above, in whole or part, in integral multiples of the Minimum Incremental Denomination specified above, (unless specified otherwise in an Addendum attached hereto, and provided that any remaining principal hereof shall be at least equal to the Minimum Denomination specified above) at the option of the Company at the applicable Redemption Price (as defined below) together with accrued interest hereon at the applicable rate payable to the applicable Redemption Date, upon written Notice of Redemption specified above or such other notice specified in an Addendum attached hereto.  In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof.  Unless otherwise specified in an Addendum attached hereto, the “Redemption Price” will be 100% of the principal amount of this Note.

 

Unless otherwise specified in an Addendum attached hereto, this Note is not subject to repayment at the option of the Holder.  If this Note shall be repayable at the option of the Holder as specified in an Addendum attached hereto, unless otherwise specified in such Addendum, on any Optional Repayment Date, this Note shall be repayable in whole or in part in integral multiples of the Minimum Incremental Denomination specified above (unless specified otherwise in an Addendum attached hereto, and provided that any remaining principal hereof shall be at least equal to the Minimum Denomination specified above) at the option of the Holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with interest thereon payable to the date of repayment.  If specified as repayable at the option of the Holder in such Addendum, for this Note to be repaid in whole or in part at the option of the

 

6


 

Holder hereof, this Note must be received, with the form entitled “Option to Elect Repayment” below duly completed, by the Trustee at its Corporate Trust Office, or such address which the Company shall from time to time notify the Holders of the Notes, not more than 15 nor less than 10 days prior to the related Optional Repayment Date or such other time as is specified in an Addendum attached hereto.  Exercise of such repayment option by the Holder hereof will be irrevocable.

 

This Note is unsecured and ranks equally with the other unsecured and unsubordinated indebtedness of the Company.

 

The interest rate borne by this Note will be determined as follows:

 

1.           If this Note is designated as a Regular Floating Rate Note, then, except as described below, this Note will bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases designated above (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the manner described above.  The interest rate in effect for the period from the Original Issue Date to the Initial Interest Reset Date will be the Initial Interest Rate. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note is payable will be reset as of each Interest Reset Date specified above.

 

2.           If this Note is designated as a Floating Rate/Fixed Rate Note, then, except as described below, this Note will bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases shown above (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the manner described above.  The interest rate in effect for the period from the Original Issue Date to the Initial Interest Reset Date will be the Initial Interest Rate.   Commencing on the Initial Interest Reset Date, the rate at which interest on this Note is payable will be reset as of each Interest Reset Date until the date on which interest begins to accrue on a fixed rate basis.  Unless specified on the face hereof, the interest rate in effect commencing on, and including, the Fixed Rate Commencement Date to Maturity will be the Fixed Interest Rate, if such a rate is specified above, or, if no such Fixed Interest Rate is so specified, the interest rate in effect on the day immediately preceding the Fixed Rate Commencement Date.

 

3.           If this Note is designated as an Inverse Floating Rate Note, then, except as described below, this Note will bear interest equal to the Fixed Interest Rate indicated above minus the rate determined by reference to the applicable Interest Rate Basis or Bases shown above (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the manner described above; provided , however , that the interest rate hereon will not be less than zero unless otherwise specified in an Addendum attached hereto.  The interest rate in effect for the period from the Original Issue Date to the Initial Interest Reset Date will be the Initial Interest Rate.  Commencing on the Initial Reset Date, the rate at which interest on this Note is payable will be reset as of each Interest Reset Date specified above.

 

7


 

4.           Notwithstanding the foregoing, if this Note is designated above as having an Addendum attached, the Note will bear interest in accordance with the terms described in such Addendum.  If interest on this Note is to be calculated in accordance with the terms of an attached Addendum, unless otherwise specified in such Addendum, the interest rate in effect for the period from the Original Issue Date to the Initial Interest Reset Date will be the Initial Interest Rate and commencing on the Initial Interest Reset Date, the rate at which interest on this Note is payable will be reset as of each Interest Reset Date specified above.

 

Unless otherwise specified on the face hereof and/or in an Addendum attached hereto, the “Interest Reset Date” for Notes that reset will be as follows: if daily, each Business Day; if weekly, the Wednesday of each week, with the exception of weekly reset Notes as to which the Treasury Rate is an applicable Interest Rate Basis, which will reset the Tuesday of each week; if monthly, the third Wednesday of each month, with the exception of Notes as to which the Eleventh District Cost of Funds Rate Notes is an applicable Interest Rate Basis, which will reset on the first calendar day of the month; if quarterly, the third Wednesday of March, June, September and December of each year; if semiannually, the third Wednesday of the two months specified above; and if annually, the third Wednesday of the month specified above, provided , however , that, for Floating Rate/Fixed Rate Notes, the interest rate will not reset after the Fixed Rate Commencement Date.

 

Unless otherwise specified in an Addendum attached hereto, if “Following” is specified above under Business Day Convention, if any Interest Reset Date (which term includes the Initial Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date will follow the Following Business Day Convention, and if “Modified Following” is specified above under Business Day Convention, if any Interest Reset Date (which term includes the Initial Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date will follow the Modified Following Business Day Convention.

 

Except as provided above, in an Addendum attached hereto or after giving effect to an Interest Rate Reset Cutoff Date as provided below, the interest rate in effect on each day will be (a) if such day is an Interest Reset Date, the interest rate determined on the related Interest Determination Date (as defined below) immediately preceding such Interest Reset Date or (b) if such day is not an Interest Reset Date, the interest rate determined on the related Interest Determination Date immediately preceding the most recent Interest Reset Date.

 

Unless otherwise specified in an Addendum attached hereto, if an “Interest Rate Reset Cutoff Date” is specified on the face hereof, beginning on the Interest Rate Reset Cutoff Date, the interest rate for this Note on each day from and including the Interest Rate Reset Cutoff Date to but excluding the next Interest Payment Date will be determined based on the Interest Rate Basis in effect on the Interest Rate Reset Cutoff Date.

 

Notwithstanding the foregoing, the interest rate hereon will not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the face hereof.  The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date.  The interest rate on this Note will in no event be

 

8


 

higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application.

 

Interest payments on this Note on any Interest Payment Date will equal the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid (or from and including the Original Issue Date, if no interest has been paid), to but excluding the related Interest Payment Date; provided , however , that the interest payments on Maturity will include interest accrued to but excluding such Maturity.

 

Unless otherwise specified in an Addendum attached hereto, this Note will accrue interest on an “Actual/360” basis, an “Actual/Actual” basis, or a “30/360” basis, as specified on the face hereof, in each case from the period from the Original Issue Date to the date of Maturity.  If no interest basis is specified in an Addendum attached hereto, interest on this Note will be paid on an “Actual/360” basis.  If this Note is calculated on an Actual/360 basis or an Actual/Actual basis, accrued interest for each Interest Calculation Period, as defined below, will be calculated by multiplying:

 

 

1.

the face amount of this Note;

 

 

2.

the applicable interest rate; and

 

 

3.

the actual number of days in the related Interest Calculation Period

 

and dividing the resulting product by 360 or 365, as applicable; or with respect to an Actual/Actual basis Note, if any portion of the related Interest Calculation Period falls in a leap year, the product of (1) and (2) above will be multiplied by the sum of:

 

 

the actual number of days in that portion of the related Interest Calculation Period falling in a leap year divided by 366, and

 

 

the actual number of days in that portion of the related Interest Calculation Period falling in a non-leap year divided by 365.

 

If this Note is calculated on a 30/360 basis, accrued interest for an Interest Calculation Period will be computed on the basis of a 360-day year of twelve 30-day months, irrespective of how many days are actually in such Interest Calculation Period. Unless otherwise specified above and/or in an Addendum attached hereto, if this Note accrues interest on a 30/360 basis, if any Interest Payment Date or the Maturity falls on a day that is not a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest will accrue on the amount payable for the period from and after such Interest Payment Date or Maturity, as the case may be.

 

As used herein, “Interest Calculation Period” means with respect to any period, the period from and including the most recent Interest Reset Date (or from and including the Original Issue Date in the case of the first Interest Reset Date), to but excluding the next succeeding Interest Reset Date for which accrued interest is being calculated.

 

9


 

Unless otherwise specified on the face hereof, interest with respect to Notes for which the interest rate is calculated with reference to two or more Interest Rate Bases will be calculated in the same manner as if only one of the applicable Interest Rate Bases applied.

 

Unless otherwise specified above, the “Interest Determination Date” with respect to the CD Rate, the CMS Rate, the CMT Rate, the Commercial Paper Rate and the Prime Rate will be the second Business Day preceding each Interest Reset Date; the “Interest Determination Date” for the Federal Funds Rate will be the date specified above which shall be the same day as the Interest Reset Date or the first Business Day preceding each Interest Reset Date; the “Interest Determination Date” with respect to the Federal Funds Open Rate will be the same day as each Interest Reset Date; the “Interest Determination Date” with respect to the Eleventh District Cost of Funds Rate will be the last working day of the month immediately preceding each Interest Reset Date on which the Federal Home Loan Bank of San Francisco publishes the Index (as defined below); the “Interest Determination Date” with respect to LIBOR will be the second London Banking Day (as defined below) preceding each Interest Reset Date; the “Interest Determination Date” with respect to the Treasury Rate will be the day in the week in which the related Interest Reset Date falls on which day Treasury Bills (as defined below) are normally auctioned; provided , however , that if an auction is not held on Monday or Tuesday of the week in which the Interest Reset Date falls and an auction is held on the Friday of the week preceding the related Interest Reset Date, the related Interest Determination Date will be such preceding Friday.  If the interest rate of this Note is determined with reference to two or more Interest Rate Bases, the Interest Determination Date pertaining to this Note will be the most recent Business Day which is at least two Business Days prior to such Interest Reset Date on which each Interest Rate Basis is determinable; and each Interest Rate Basis will be determined and compared on such date, and the applicable interest rate will take effect on the related Interest Reset Date.

 

Unless otherwise specified above, the “Calculation Date” pertaining to any Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day, or (ii) the Business Day preceding the applicable Interest Payment Date or date of Maturity, as the case may be.  All calculations on this Note will be made by the Calculation Agent specified above or such successor thereto as is duly appointed by the Company.

 

Unless otherwise specified above, all percentages resulting from any calculation of interest on this Note will be rounded to the nearest one-hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward).

 

Determination of CD Rate .  Unless otherwise specified in an Addendum attached hereto, if CD Rate is designated as an Interest Rate Basis for this Note, the CD Rate on the applicable Interest Determination Date will be the rate on such Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified above as published in H.15 (519) (as defined below) under the heading “CDs (secondary market),” or, if such rate is no longer published or if not published by 3:00 P.M., New York City time, on the related Calculation Date, then the CD Rate on such Interest Determination Date will be the rate

 

10


 

for negotiable United States dollar certificates of deposit of the Index Maturity specified above as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, for the Interest Determination Date, under the caption “CDs (secondary market).”  If the rate in the preceding sentence is no longer published or is not published by 3:00 P.M., New York City time, on the related Calculation Date, then the CD Rate on the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on the applicable Interest Determination Date of three leading nonbank dealers in negotiable United States dollar certificates of deposit in The City of New York selected by the Calculation Agent (after cons


 
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