Common use of Auction Agent Clause in Contracts

Auction Agent. (i) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (A) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (B) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A by giving at least 90 days' notice to the Trustee, each Broker-Dealer and the Issuer. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Owners of 51% of the aggregate principal amount of the Auction Rate Notes then Outstanding, and if by such Registered Owners, by an instrument signed by such Registered Owners or their attorneys and filed with the Auction Agent, the Issuer and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the Issuer, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer and the Issuer in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Trustee in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, will enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent AgreementAgreement and approved by the Insurer in writing. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A these Auction Procedures by giving at least 90 days' notice to the Trustee, each Broker-Dealer the Insurer, the Class R Certificateholders, the Servicer and the IssuerMarket Agent. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Owners Insurer, or, with the written consent of 51the Insurer, the Certificateholders of 66-2/3% of the aggregate principal amount of the Auction Rate Notes Class A-3 Certificates then Outstanding, and if by such Registered OwnersCertificateholders, by an instrument signed by the Insurer or such Registered Owners Certificateholders or their attorneys and filed with the Auction Agent, the Issuer Servicer, the Class R Certificateholders, the Market Agent and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed appointed, has been approved in writing by the Insurer and has accepted such appointment. If required by the IssuerInsurer, the Certificateholders of 66-2/3% of the aggregate principal amount of the Class A-3 Certificates then outstanding or by the Market Agent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Insurer, the Servicer, the Holder of the Class R Certificates and the Issuer Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Representative in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A these Auction Procedures by giving at least 90 days' notice to the Trustee, each Broker-Dealer the Representative and the IssuerMarket Agent. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Owners Certificateholders of 5166-2/3% of the aggregate principal amount of the Pool II Auction Rate Notes Certificates then Outstanding, and if by such Registered OwnersCertificateholders, by an instrument signed by such Registered Owners Certificateholders or their attorneys and filed with the Auction Agent, the Issuer Representative, the Market Agent and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the IssuerCertificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market Agent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Representative and the Issuer Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (i) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (A) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (B) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A by giving at least 90 days' notice to the Trustee, each Broker-Dealer the Market Agent and the Issuer. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Owners of 51% of the aggregate principal amount of the Auction Rate Notes then Outstanding, and if by such Registered Owners, by an instrument signed by such Registered Owners or their attorneys and filed with the Auction Agent, the Issuer and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the Issuer, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Market Agent and the Issuer in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (i) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Representative in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent AgreementAgreement and approved by the Certificate Insurer in writing. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A these Auction Procedures by giving at least 90 days' notice to the Trustee, each Broker-Dealer the Representative, the Certificate Insurer and the IssuerMarket Agent. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer the Certificate Insurer, or with the Registered Owners consent of 51the Certificate Insurer, the Certificateholders of 66-2/3% of the aggregate principal amount of the Auction Rate Notes Certificates then Outstanding, and if by such Registered OwnersCertificateholders, by an instrument signed by the Certificate Insurer or such Registered Owners Certificateholders or their attorneys and filed with the Auction Agent, the Issuer Representative, the Market Agent and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the IssuerCertificate Insurer, the Certificateholders of 66-2/3% of the aggregate principal amount of the Auction Rate Certificates then outstanding or by the Market Agent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Representative, the Certificate Insurer and the Issuer Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment. If the Auction Agent shall resign or be removed or be dissolved, or if the property or affairs of the Auction Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, the Trustee, at the direction of the Representative and the Certificate Insurer (after receipt of a certificate from the Market Agent confirming that any proposed Substitute Auction Agent meets the requirements described in the immediately preceding paragraph), shall use its best efforts to appoint a Substitute Auction Agent. The Auction Agent is acting as agent for the Representative in connection with Auctions. In the absence of bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted in good faith or for any error of judgment made by it in the performance of its duties under the Auction Agent Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining the pertinent facts. In the event of a change in the Auction Agent Fee Rate pursuant to Section 6.4(b) of the Auction Agent Agreement, the Auction Agent shall give a Notice of Fee Rate Change to the Trustee, the Certificate Insurer and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial On or before the effective date of a Conversion to an ARS Interest Period, or upon the resignation or removal of the Auction Agent, an Auction Agent shall be appointed by the School Board. At the time of Conversion of Series 2014A Certificates to serve as agent for ARS, the Issuer in connection with Auctions. The Trustee and Trustee, at the Issuer will, and direction of the Trustee is hereby directed to, School Board shall enter into the Initial an Auction Agent Agreement with Bankers Trust Company, as the Initial an Auction Agent. Any Substitute An Auction Agent shall be (Ai) subject to the written approval of the Broker-Dealer, (ii) a bank, national banking association bank or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,00015,000,000, or (Biii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,00015,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A the Series 2014A Trust Agreement by giving at least 90 days' ’ notice to the Trustee, each the School Board, the Corporation, and the Broker-Dealer and the IssuerDealers. The Auction Agent may be removed at any time by the Trustee Trustee, upon the written direction of an Authorized Officer (i) the School Board, or (ii) the Registered ARS Beneficial Owners of 5166-2/3% of the aggregate principal amount of the Auction Rate Notes portion represented by ARS then Outstanding, and if by such Registered Ownersoutstanding, by an instrument signed by such Registered Owners or their attorneys the Trustee and filed with the Auction Agent, the Issuer Agent and the Trustee School Board upon at least 90 30 days' written ’ notice. Neither the resignation nor the removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the Issuer, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 45 days after notifying the Trustee, each Broker-Dealer Trustee and the Issuer School Board, in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment. The Trustee shall not be liable for any action taken, suffered or omitted by the Auction Agent.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Indenture Trustee and the Issuer will, and the Indenture Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Indenture Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A First Terms Supplement by giving at least 90 days' notice to the Indenture Trustee, each Broker-Dealer the Issuer, the Surety Provider and the IssuerMarket Agent. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer the Surety Provider, or with the Registered Owners consent of 51the Surety Provider, the Noteholders of 66-2/3% of the aggregate principal amount of the Auction Rate Series 1997-1 Notes then Outstanding, and if by such Registered OwnersNoteholders, by an instrument signed by the Surety Provider or such Registered Owners Noteholders or their attorneys and filed with the Auction Agent, the Issuer Issuer, the Market Agent and the Indenture Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the IssuerIssuer or the Market Agent, with the Trust's consent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Indenture Trustee, each Broker-Dealer the Issuer, the Surety Provider and the Issuer Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Corporation in connection with Auctions. The Trustee and the Issuer Corporation will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A Second Supplemental Indenture by giving at least 90 ninety (90) days' notice to the Trustee, each Broker-Dealer the Market Agent and the IssuerCorporation. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer of the Corporation or the Registered Owners Holders of 5166-2/3% of the aggregate principal amount of the Auction Rate Series 2000-1 Senior Notes then Outstanding (or, if no Series 2000-1 Senior Notes are then Outstanding, the Holders of 66-2/3% of the aggregate principal amount of the Series 2000-1C Notes then Outstanding), and and, if by such Registered OwnersHolders, by an instrument signed by such Registered Owners Holders or their attorneys and filed with the Auction Agent, the Issuer Corporation and the Trustee upon at least 90 ninety (90) days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective unless and until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. However, if a successor Auction Agent shall not have been appointed within sixty (60) days from the date of a notice of resignation, the resigning Auction Agent may petition any court of competent jurisdiction for the appointment of a successor Auction Agent. If required by the IssuerCorporation, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 twenty-five (25) days after notifying the Trustee, each Broker-Dealer the Market Agent and the Issuer Corporation in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company ____________________________ is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company____________________________, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A _____ Supplement by giving at least 90 days' notice to the Trustee, each Broker-Dealer Market Agent and the Issuer. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer of the Issuer or the Registered Owners Holders of 5166-2/3% of the aggregate principal amount Principal Amount of the Auction Rate Series 200_-_ Senior Notes then Outstanding (or, if there shall be no Series 200_-_ Senior Notes Outstanding, the Holders of 66-2/3% of the aggregate Principal Amount of the Series 200_-_ Subordinate Notes), and if by such Registered OwnersHolders, by an instrument signed by such Registered Owners Holders or their attorneys and filed with the Auction Agent, the Issuer and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective unless and until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. However, if a Substitute Auction Agent shall not have been appointed within 60 days from the date of a notice of resignation, the resigning Auction Agent may petition any court of competent jurisdiction for the appointment of a Substitute Auction Agent. If required by the Issuer, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer Market Agent and the Issuer in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial initial Auction Agent Agency Agreement with Bankers Trust Company, Company as the Initial initial Auction Agent. Any Substitute substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, York or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., Inc. having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agency Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A Fifth Terms Supplement by giving at least 90 days' notice to the Trustee, each Broker-Dealer the Issuer and the IssuerMarket Agents. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Note Owners of 5166-2/3% of the aggregate principal amount of the Auction Rate 2000-I Notes (and any subsequently issued Series of Notes, but in no event less than 66-2/3% of the aggregate principal amount of any Senior Notes) then Outstanding, and if by such Registered Ownersoutstanding, by an instrument signed by such Registered Note Owners or their attorneys and filed with the Auction Agent, the Issuer Issuer, the applicable Market Agent and the Trustee upon at least 90 days' written , notice. The Auction Agent may be removed by the Issuer in its sole discretion at any time. Neither resignation nor removal of the Auction Agent pursuant to the preceding two three sentences shall be effective until and unless a Substitute substitute Auction Agent who is reasonably acceptable to the Trustee has been appointed and has accepted such appointment. If required by the IssuerIssuer or the applicable Market Agent, with the Trustees consent, a Substitute substitute Auction Agent Agency Agreement shall be entered into with a Substitute substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agency Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Issuer, and the Issuer applicable Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agency Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers IBJ Whitehall Bank & Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed todirected, to enter into the Initial initial Auction Agent Agency Agreement with Bankers IBJ Whitehall Bank & Trust Company, Company as the Initial initial Auction Agent. Any Substitute substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., Inc. having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agency Agreement. The Auction Agent may may, at any time time, resign and be discharged of the duties and obligations created by this Appendix A Second Terms Supplement by giving at least 90 days' , notice to the Trustee, each Broker-Dealer and the Issuer, the Market Agent. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Note Owners of 5166-2/3% of the aggregate principal amount of the Auction Rate 1999 Notes (and any subsequently issued Series of Notes, but in no event less than 66-2/3% of the aggregate principal amount of any Senior Notes) then Outstanding, and if by such Registered Ownersoutstanding, by an instrument signed by such Registered Note Owners or their attorneys and filed with the Auction Agent, the Issuer Issuer, the Market Agent and the Trustee upon at least 90 days' written , notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the IssuerIssuer or the Market Agent, with the Trustee's consent, a Substitute substitute Auction Agent Agency Agreement shall be entered into with a Substitute substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agency Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Issuer, and the Issuer Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agency Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company The Bank of New York is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Companythe Bank of New York, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A Second Supplemental Indenture by giving at least 90 ninety (90) days' notice to the Trustee, each Broker-Dealer Market Agent and the Issuer. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer of the Issuer or the Registered Owners Holders of 5166 2/3% of the aggregate principal amount Principal Amount of the Auction Rate Series 2002 Senior Notes then Outstanding (or, if there shall be no Series 2002A Notes Outstanding, the Holders of 66-2/3% of the aggregate Principal Amount of the Series 2002B-2 Subordinate Notes), and if by such Registered OwnersHolders, by an instrument signed by such Registered Owners Holders or their attorneys and filed with the Auction Agent, the Issuer and the Trustee upon at least 90 ninety (90) days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective unless and until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. However, if a Substitute Auction Agent shall not have been appointed within sixty (60) days from the date of a notice of resignation, the resigning Auction Agent may petition any court of competent jurisdiction for the appointment of a Substitute Auction Agent. If required by the Issuer, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 twenty-five (25) days after notifying the Trustee, each Broker-Dealer Market Agent and the Issuer in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed ____________ shall serve as Initial the initial Auction Agent to serve as agent for the Issuer in connection with AuctionsAuction Rate Notes. The Trustee and the Issuer will, and the Trustee is hereby directed to, to enter into an agreement with the Initial Auction Agent Agreement with Bankers Trust Company, which shall provide as the Initial Auction Agent. Any Substitute follows: The Auction Agent shall be (Ai) a bank, national banking association bank or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, in The City of New York, or such other location as approved by the Trustee in writing and having a combined capital stock or stock, surplus and undivided profits of at least $50,000,00040,000,000, or and (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, 40,000,000 and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agency Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A the Indenture by giving at least 90 days' written notice to the TrusteeIssuer, each Broker-Dealer the Trustee and the IssuerMarket Agent (30 days' written notice if the Auction Agent has not been paid its fee for more than 30 days). The Auction Agent may be removed at any time by the Trustee upon if the written Auction Agent is an entity other than the Trustee, acting at the direction of an Authorized Officer (i) the Administrator or (ii) the Registered Owners holders of 5166-2/3% of the aggregate principal amount of the Auction Rate Notes then Outstanding, and if by such Registered OwnersNotes, by an instrument signed by such Registered Owners or their attorneys the Trustee and filed with the Auction Agent, the Issuer and the Trustee Market Agent upon at least 90 days' written notice. Neither resignation nor removal ; provided that, if required by the Market Agent, an agreement in substantially the form of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the Issuer, a Substitute Auction Agent Agency Agreement shall be entered into with a Substitute successor Auction Agent. Notwithstanding If the foregoingAuction Agent and the Trustee are the same entity, the Auction Agent may terminate be removed as described above, with the Auction Agent Agreement if, within 25 days after notifying Issuer acting in lieu of the Trustee, each Broker-Dealer and the Issuer in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Trustee in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, will enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A these Auction Procedures by giving at least 90 days' notice to the Trustee, each Broker-Dealer the Class R Certificateholders, the Servicer and the IssuerMarket Agent. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Owners Certificateholders of 5166-2/3% of the aggregate principal amount of the Auction Rate Notes Class A Certificates then Outstanding, and if by such Registered OwnersCertificateholders, by an instrument signed by such Registered Owners Certificateholders or their attorneys and filed with the Auction Agent, the Issuer Servicer, the Class R Certificateholders, the Market Agent and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the IssuerCertificateholders of 66-2/3% of the aggregate principal amount of the Class A Certificates then outstanding or by the Market Agent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Servicer, the Holder of the Class R Certificates and the Issuer Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company __________ is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Indenture Trustee and the Issuer will, and the Indenture Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company_____________, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Indenture Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A _____ Terms Supplement by giving at least 90 days' notice to the Indenture Trustee, each Broker-Dealer the Issuer, the Surety Provider and the IssuerMarket Agent. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer the Surety Provider, or with the Registered Owners consent of 51the Surety Provider, the Noteholders of 66-2/3% of the aggregate principal amount of the Auction Rate Notes then Outstanding, and if by such Registered OwnersNoteholders, by an instrument signed by the Surety Provider or such Registered Owners Noteholders or their attorneys and filed with the Auction Agent, the Issuer Issuer, the Market Agent and the Indenture Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the IssuerIssuer or the Market Agent, with the Trust's consent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Indenture Trustee, each Broker-Dealer the Issuer, the Surety Provider and the Issuer Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Trustee in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, will enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A these Auction Procedures by giving at least 90 days' notice to the Trustee, each Broker-Dealer the Class R Certificateholders, the Servicer and the IssuerMarket Agent. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Owners Certificateholders of 5166-2/3% of the aggregate principal amount of the Auction Rate Notes Class II A-2 Certificates then Outstanding, and if by such Registered OwnersCertificateholders, by an instrument signed by such Registered Owners Certificateholders or their attorneys and filed with the Auction Agent, the Issuer Servicer, the Class R Certificateholders, the Market Agent and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the IssuerCertificateholders of 66-2/3% of the Schedule I-16 aggregate principal amount of the Class II A-2 Certificates then outstanding or by the Market Agent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Servicer, the Holder of the Class R Certificates and the Issuer Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (iPursuant to Section 6.14(iv) Bankers of this Indenture, Deutsche Bank Trust Company is hereby Americas has been appointed as the Initial Auction Agent to serve as agent for the Issuer Issuing Entity in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall will be (Ai) a bank, national banking association bank or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Indenture Trustee (at the direction of the Depositor) and the Calculation Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., Inc. having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder under the Indenture and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A the Indenture by giving at least 90 days' days notice to the Indenture Trustee, each Broker-Dealer the Depositor and the IssuerCalculation Agent. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer the Administrator on behalf of the Issuing Entity, or the Registered Owners of 51at least 66-2/3% of the aggregate principal amount of the Auction Rate Notes Securities then Outstanding, and if by such Registered Ownersoutstanding, by an instrument signed by such Registered Owners noteholders or their attorneys and filed with the Auction Agent, the Issuer Issuing Entity, the Indenture Trustee and the Trustee Calculation Agent upon at least 90 days' written days notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall will be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the IssuerIssuing Entity or the Calculation Agent, a Substitute Auction Agent Agreement shall will be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 45 days after notifying the Indenture Trustee, each Broker-Dealer the Administrator on behalf of the Issuing Entity and the Issuer Calculation Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment. If the Auction Agent should resign or be removed or be dissolved, or if the property or affairs of the Auction Agent will be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, the Indenture Trustee, at the direction of the Administrator on behalf of the Issuing Entity (after receipt of a certificate from the Issuing Entity's financial advisor confirming that any proposed Substitute Auction Agent meets the requirements described in the preceding paragraph above), is required to use its best efforts to appoint a Substitute Auction Agent.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Corporation in connection with Auctions. The Trustee and the Issuer Corporation will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A First Supplemental Indenture by giving at least 90 ninety (90) days' notice to the Trustee, each Broker-Dealer the Market Agent and the IssuerCorporation. The Auction Agent with respect to the Tax Exempt Auction Rate Series 1997-1 Notes may be removed at any time by the Trustee upon the written direction of an Authorized Officer of the Corporation or the Registered Owners Holders of 5166-2/3% of the aggregate principal amount Principal Amount of the Tax Exempt Auction Rate Series 1997-1 Notes then Outstanding, and and, if by such Registered OwnersHolders, by an instrument signed by such Registered Owners Holders or their attorneys and filed with the Auction Agent, the Issuer Corporation and the Trustee upon at least 90 ninety (90) days' notice. The Auction Agent with respect to the Taxable Auction Rate Series 1997-1 Notes may be removed at any time by the Trustee upon the written direction of an Authorized Officer of the Corporation or the Holders of 66-2/3% of the aggregate Principal Amount of the Taxable Auction Rate Series 1997-1 Notes then Outstanding, and, if by such Holders, by an instrument signed by such Holders or their attorneys and filed with the Auction Agent, the Corporation and the Trustee upon at least ninety (90) days' notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective unless and until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. However, if a successor Auction Agent shall not have been appointed within sixty (60) days from the date of a notice of resignation, the resigning Auction Agent may petition any court of competent jurisdiction for the appointment of a successor Auction Agent. If required by the IssuerCorporation, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 twenty-five (25) days after notifying the Trustee, each Broker-Dealer the Market Agent and the Issuer Corporation in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company [BAS Affiliate] is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Trustee in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, will enter into the Initial Auction Agent Agreement with Bankers Trust Company[BAS Affiliate], as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Auction Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A these Auction Procedures by giving at least 90 days' notice to the Trustee, each Broker-Dealer Trustee and the IssuerDepositor. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Owners Certificateholders of 51% [66-2/3%] of the aggregate principal amount of the Auction Rate Notes Certificates then Outstanding, and if by such Registered OwnersCertificateholders, by an instrument signed by such Registered Owners Certificateholders or their attorneys and filed with the Auction Agent, the Issuer Depositor, and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the IssuerCertificateholders of [66-2/3%] of the aggregate principal amount of the Auction Rate Certificates then outstanding or by the Auction Agent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Depositor and the Issuer Auction Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company The Bank of New York is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Companythe Bank of New York, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A First Supplemental Indenture by giving at least 90 ninety (90) days' notice to the Trustee, each Broker-Dealer Market Agent and the Issuer. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer of the Issuer or the Registered Owners Holders of 5166 2/3% of the aggregate principal amount Principal Amount of the Auction Rate Series 2001 Senior Notes then Outstanding (or, if there shall be no Series 2001A Notes Outstanding, the Holders of 66-2/3% of the aggregate Principal Amount of the Series 2001B Subordinate Notes), and if by such Registered OwnersHolders, by an instrument signed by such Registered Owners Holders or their attorneys and filed with the Auction Agent, the Issuer and the Trustee upon at least 90 ninety (90) days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective unless and until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. However, if a Substitute Auction Agent shall not have been appointed within sixty (60) days from the date of a notice of resignation, the resigning Auction Agent may petition any court of competent jurisdiction for the appointment of a Substitute Auction Agent. If required by the Issuer, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 twenty-five (25) days after notifying the Trustee, each Broker-Dealer Market Agent and the Issuer in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Indenture Trustee and the Issuer will, and the Trustee is hereby directed to, shall enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as is approved by the Indenture Trustee and the Calculation Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A Indenture by giving at least 90 days' notice to the Indenture Trustee, each Broker-Dealer the Issuer and the IssuerCalculation Agent. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer of the Issuer or the Registered Owners Holders of 5166-2/3% of the aggregate principal amount of the Auction Rate Notes then Outstanding, and if by such Registered Ownersthe Holders, by an instrument signed by such Registered Owners Holders or their attorneys and filed with the Auction Agent, the Issuer Issuer, the Indenture Trustee and the Trustee Calculation Agent upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the Issuer or by the Calculation Agent, with the Issuer's consent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 fifteen (15) days after notifying the Indenture Trustee, each Broker-Dealer the Issuer and the Issuer Calculation Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Trustee in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, will enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A these Auction Procedures by giving at least 90 days' notice to the Trustee, each Broker-Dealer the Class R Certificateholders, the Servicer and the IssuerMarket Agent. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Owners Certificateholders of 5166-2/3% of the aggregate principal amount of the Auction Rate Notes Class A-2 Certificates then Outstanding, and if by such Registered OwnersCertificateholders, by an instrument signed by such Registered Owners Certificateholders or their attorneys and filed with the Auction Agent, the Issuer Servicer, the Class R Certificateholders, the Market Agent and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the IssuerCertificateholders of 66-2/3% of the aggregate principal amount of the Class A-2 Certificates then outstanding or by the Market Agent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Servicer, the Holder of the Class R Certificates and the Issuer Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers IBJ Whitehall Bank & Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed todirected, to enter into the Initial initial Auction Agent Agency Agreement with Bankers Trust CompanyIBJ WHITEHALL BANK & TRUST COMPANY, as the Initial initial Auction Agent. Any Substitute substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agency Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A Third Terms Supplement by giving at least 90 days' , notice to the Trustee, each Broker-Dealer and the Issuer, the Market Agent. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Note Owners of 5166-2/3% of the aggregate principal amount of the Auction Rate 1999-I Notes (and any subsequently issued Series of Notes, but in no event less than 66-2/3% of the aggregate principal amount of any Senior Notes) then Outstanding, and if by such Registered Ownersoutstanding, by an instrument signed by such Registered Note Owners or their attorneys and filed with the Auction Agent, the Issuer Issuer, the Market Agent and the Trustee upon at least 90 days' written , notice. The Auction Agent may be removed by the Issuer in its sole discretion at any time. Neither resignation nor removal of the Auction Agent pursuant to the preceding two three sentences shall be effective until and unless a Substitute substitute Auction Agent who is reasonably acceptable to the Trustee has been appointed and has accepted such appointment. If required by the IssuerIssuer or the Market Agent, with the Trustee's consent, a Substitute substitute Auction Agent Agency Agreement shall be entered into with a Substitute substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agency Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Issuer and the Issuer Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agency Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Corporation in connection with Auctions. The Trustee and the Issuer Corporation will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A First Supplemental Indenture by giving at least 90 days' notice to the Trustee, each Broker-Dealer the Market Agent and the IssuerCorporation. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer of the Corporation or the Registered Owners Holders of 5166-2/3% of the aggregate principal amount of the Auction Rate Series 1999-1 Senior Notes then Outstanding, and and, if by such Registered OwnersHolders, by an instrument signed by such Registered Owners Holders or their attorneys and filed with the Auction Agent, the Issuer Corporation and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective unless and until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. However, if a successor Auction Agent shall not have been appointed within 60 days from the date of a notice of resignation, the resigning Auction Agent may petition any court of competent jurisdiction for the appointment of a successor Auction Agent. If required by the IssuerCorporation, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 twenty-five (25) days after notifying the Trustee, each Broker-Dealer the Market Agent and the Issuer Corporation in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Corporation in connection with Auctions. The Trustee and the Issuer Corporation will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A First Supplemental Indenture by giving at least 90 ninety (90) days' notice to the Trustee, each Broker-Dealer the Market Agent and the IssuerCorporation. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer of the Corporation or the Registered Owners Holders of 5166-2/3% of the aggregate principal amount of the Auction Rate Series 1999-1 Senior Notes then Outstanding (or, if no Series 1999-1 Senior Notes are then Outstanding, the Holders of 66-2/3% of the aggregate principal amount of the Series 1999-1C Notes then Outstanding)], and and, if by such Registered OwnersHolders, by an instrument signed by such Registered Owners Holders or their attorneys and filed with the Auction Agent, the Issuer Corporation and the Trustee upon at least 90 ninety (90) days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective unless and until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. However, if a successor Auction Agent shall not have been appointed within sixty (60) days from the date of a notice of resignation, the resigning Auction Agent may petition any court of competent jurisdiction for the appointment of a successor Auction Agent. If required by the IssuerCorporation, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 twenty-five (25) days after notifying the Trustee, each Broker-Dealer the Market Agent and the Issuer Corporation in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Representative in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent AgreementAgreement and approved by the Certificate Insurer in writing. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A these Auction Procedures by giving at least 90 days' notice to the Trustee, each Broker-Dealer the Representative, the Certificate Insurer and the IssuerMarket Agent. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer the Certificate Insurer, or with the Registered Owners consent of 51the Certificate Insurer, the Certificateholders of 66-2/3% of the aggregate principal amount of the Auction Rate Notes Certificates then Outstanding, and if by such Registered OwnersCertificateholders, by an instrument signed by the Certificate Insurer or such Registered Owners Certificateholders or their attorneys and filed with the Auction Agent, the Issuer Representative, the Market Agent and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the IssuerCertificate Insurer, the Certificateholders of 66-2/3% of the aggregate principal amount of the Auction Rate Certificates then outstanding or by the Market Agent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Representative, the Certificate Insurer and the Issuer Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Corporation in connection with Auctions. The Trustee and the Issuer Corporation will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A Third Supplemental Indenture by giving at least 90 ninety (90) days' notice to the Trustee, each Broker-Dealer the Market Agent and the IssuerCorporation. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer of the Corporation or the Registered Owners Holders of 5166-2/3% of the aggregate principal amount of the Auction Rate Series 2001-1 Senior Notes then Outstanding (or, if no Series 2001-1 Senior Notes are then Outstanding, the Holders of 66-2/3% of the aggregate principal amount of the Series 2001-1C Notes then Outstanding), and and, if by such Registered OwnersHolders, by an instrument signed by such Registered Owners Holders or their attorneys and filed with the Auction Agent, the Issuer Corporation and the Trustee upon at least 90 ninety (90) days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective unless and until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. However, if a successor Auction Agent shall not have been appointed within sixty (60) days from the date of a notice of resignation, the resigning Auction Agent may petition any court of competent jurisdiction for the appointment of a successor Auction Agent. If required by the IssuerCorporation, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 twenty-five (25) days after notifying the Trustee, each Broker-Dealer the Market Agent and the Issuer Corporation in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Trustee in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, will enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A these Auction Procedures by giving at least 90 days' notice to the Trustee, each Broker-Dealer the Class R Certificateholders, the Servicer and the IssuerMarket Agent. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Owners Certificateholders of 5166-2/3% of the aggregate principal amount of the Auction Rate Notes Certificates then Outstanding, and if by such Registered OwnersCertificateholders, by an instrument signed by such Registered Owners Certificateholders or their attorneys and filed with the Auction Agent, the Issuer Servicer, the Class R Certificateholders, the Market Agent and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the IssuerCertificateholders of 66-2/3% of the aggregate principal amount of the Auction Certificates then outstanding or by the Market Agent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Servicer, the Holder of the Class R Certificates and the Issuer Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (i) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Indenture Trustee and the Issuer will, and the Indenture Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (A) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Indenture Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (B) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A by giving at least 90 days' notice to the Indenture Trustee, each Broker-Dealer and the Issuer. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer or by the Registered Owners holders of 51% a majority of the aggregate principal amount of the Auction Rate Notes Securities then Outstanding, and if by such Registered OwnersNoteholders, by an instrument signed by such Registered Owners Noteholders or their attorneys and filed with the Auction Agent, the Issuer and the Indenture Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the Issuer, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Indenture Trustee, each Broker-Dealer and the Issuer in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (iPursuant to Section 6.14(iv) Bankers of this Indenture, Computershare Trust Company is hereby Company, Inc. has been appointed as the Initial Auction Agent to serve as agent for the Issuer Issuing Entity in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall will be (Ai) a bank, national banking association bank or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Indenture Trustee (at the direction of the Depositor) and the Calculation Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., Inc. having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder under the Indenture and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A the Indenture by giving at least 90 days' days notice to the Indenture Trustee, each Broker-Dealer the Depositor and the IssuerCalculation Agent. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer the Administrator on behalf of the Issuing Entity, or the Registered Owners of 51at least 66-2/3% of the aggregate principal amount of the Auction Rate Notes Securities then Outstanding, and if by such Registered Ownersoutstanding, by an instrument signed by such Registered Owners noteholders or their attorneys and filed with the Auction Agent, the Issuer Issuing Entity, the Indenture Trustee and the Trustee Calculation Agent upon at least 90 days' written days notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall will be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the IssuerIssuing Entity or the Calculation Agent, a Substitute Auction Agent Agreement shall will be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 45 days after notifying the Indenture Trustee, each Broker-Dealer the Administrator on behalf of the Issuing Entity and the Issuer Calculation Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment. If the Auction Agent should resign or be removed or be dissolved, or if the property or affairs of the Auction Agent will be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, the Indenture Trustee, at the direction of the Administrator on behalf of the Issuing Entity (after receipt of a certificate from the Issuing Entity's financial advisor confirming that any proposed Substitute Auction Agent meets the requirements described in the preceding paragraph above), is required to use its best efforts to appoint a Substitute Auction Agent.

Auction Agent. (i) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (A) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (B) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A by giving at least 90 days' notice to the Trustee, each Broker-Dealer the Market Agent and the Issuer. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Owners of 51% of the aggregate principal amount of the Auction Rate Notes then Outstanding, and if by such Registered Owners, by an instrument signed by such Registered Owners or their attorneys and filed with the Auction Agent, the Issuer and the Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the Issuer, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Market Agent and the Issuer in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial initial Auction Agent Agency Agreement with Bankers Trust Company, as the Initial initial Auction Agent. Any Substitute substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, York or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., Inc. having a capitalization of at least $50,000,000, and, and in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agency Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A Fourth Terms Supplement by giving at least 90 days' notice to the Trustee, each Broker-Dealer the Issuer, and the IssuerMarket Agents. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Note Owners of 5166-2/3% of the aggregate principal amount of the Auction Rate 2000 Notes (and any subsequently issued Series of Notes, but in no event less than 66-2/3% of the aggregate principal amount of any Senior Notes) then Outstanding, and if by such Registered Ownersoutstanding, by an instrument signed by such Registered Note Owners or their attorneys and filed with the Auction Agent, the Issuer Issuer, the applicable Market Agent and the Trustee upon at least 90 days' written , notice. The Auction Agent may be removed by the Issuer in its sole discretion at any time. Neither resignation nor removal of the Auction Agent pursuant to the preceding two three sentences shall be effective until and unless a Substitute substitute Auction Agent who is reasonably acceptable to the Trustee has been appointed and has accepted such appointment. If required by the IssuerIssuer or the applicable Market Agent, with the Trustee's consent, a Substitute substitute Auction Agent Agency Agreement shall be entered into with a Substitute substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agency Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Issuer, and the Issuer applicable Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agency Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers IBJ Schroder Bank & Trust Company is hereby appointed as Initial Auction Agent Auctiox Xxxxx to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed todirected, to enter into the Initial initial Auction Agent Agreement with Bankers IBJ Schroder Bank & Trust Company, Company as the Initial initial Auction Agent. Any Substitute subxxxxxxx Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., Inc. having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A First Terms Supplement by giving at least 90 days' , notice to the Trustee, each Broker-Dealer and the IssuerIssuer the Market Agent. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Note Owners of 5166-2/3% of the aggregate principal amount of the Auction Rate 1998 Notes (and any subsequently issued Series of Notes, but in no event less than 66-2/3% of the aggregate principal amount of any Senior Notes) then Outstanding, and if by such Registered Ownersoutstanding, by an instrument signed by such Registered Note Owners or their attorneys and filed with the Auction Agent, the Issuer Issuer, the Market Agent and the Trustee upon at least 90 days' written , notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the IssuerIssuer or the Market Agent, with the Trustee's consent, a Substitute substitute Auction Agent Agreement shall be entered into with a Substitute substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Issuer and the Issuer Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby has been appointed as Initial Auction Agent to serve as agent for the Issuer in connection with AuctionsAuctions with respect to the Auction Rate Notes. The Indenture Trustee and the Issuer will, and the Trustee is hereby directed to, enter has entered into the Initial Auction Agent Agreement with Bankers Trust Company, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as is approved by the Indenture Trustee and the Calculation Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A Indenture by giving at least 90 days' notice to the Indenture Trustee, each Broker-Dealer the Issuer and the IssuerCalculation Agent. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer of the Issuer or the Registered Owners Holders of 5166-2/3% of the aggregate principal amount of the Auction Rate Notes then Outstanding, and if by such Registered Ownersthe Holders, by an instrument signed by such Registered Owners Holders or their attorneys and filed with the Auction Agent, the Issuer Issuer, the Indenture Trustee and the Trustee Calculation Agent upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the Issuer or by the Calculation Agent, with the Issuer's consent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 fifteen (15) days after notifying the Indenture Trustee, each Broker-Dealer the Issuer and the Issuer Calculation Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Auction Agent. (ia) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer will, and the Trustee is hereby directed to, enter into the Initial initial Auction Agent Agency Agreement with Bankers Trust Company, as the Initial initial Auction Agent. Any Substitute substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agency Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A Sixth Terms Supplement by giving at least 90 days' notice to the Trustee, each Broker-Dealer the Issuer, and the IssuerMarket Agent. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Registered Note Owners of 5166-2/3% of the aggregate principal amount of the Auction Rate Notes (and any subsequently issued Series of Notes, but in no event less than 66-2/3% of the aggregate principal amount of any Senior Notes) then Outstanding, and if by such Registered Ownersoutstanding, by an instrument signed by such Registered Note Owners or their attorneys and filed with the Auction Agent, the Issuer Issuer, the applicable Market Agent and the Trustee upon at least 90 days' written days notice. The Auction Agent may be removed by the Issuer in its sole discretion at any time. Neither resignation nor removal of the Auction Agent pursuant to the preceding two three sentences shall be effective until and unless a Substitute substitute Auction Agent who is reasonably acceptable to the Trustee has been appointed and has accepted such appointment. If required by the IssuerIssuer or the applicable Market Agent, with the Trustee's consent, a Substitute substitute Auction Agent Agency Agreement shall be entered into with a Substitute substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agency Agreement if, within 25 days after notifying the Trustee, each Broker-Dealer the Issuer, and the Issuer applicable Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agency Agreement, the Auction Agent does not receive such payment.