Common use of Auction Agent Clause in Contracts

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative in connection with Auctions. The Trustee 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 (i) 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 (ii) 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 these Auction Procedures by giving at least 90 days' notice to the Trustee, the Representative and the Market Agent. The Auction Agent may be removed at any time by the Trustee or the Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then Outstanding, and if by such Certificateholders, by an instrument signed by such Certificateholders or their attorneys and filed with the Auction Agent, the Representative, the Market Agent and the Trustee upon at least 90 days' 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 Certificateholders 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, the Representative and the 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. (b) 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 (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. (c) 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. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative Trustee in connection with Auctions. The Trustee 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 (i) 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 (ii) 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 these Auction Procedures by giving at least 90 days' notice to the Trustee, the Representative Insurer, the Class R Certificateholders, the Servicer and the Market Agent. The Auction Agent may be removed at any time by the Trustee or upon the written direction of the Insurer, or, with the written consent of the Insurer, the Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Class A-3 Certificates then Outstanding, and if by such Certificateholders, by an instrument signed by the Insurer or such Certificateholders or their attorneys and filed with the Auction Agent, the RepresentativeServicer, the Class R Certificateholders, the Market Agent and the Trustee upon at least 90 days' 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 Insurer, the Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate 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, the Representative Insurer, the Servicer, the Holder of the Class R Certificates and the 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. (b) 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 Trustee (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. (c) The Auction Agent is acting as agent for the Representative Trustee 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. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative 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 (i) 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 (ii) 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 these Auction Procedures this First Terms Supplement by giving at least 90 days' notice to the Indenture Trustee, the Representative Issuer, the Surety Provider and the Market Agent. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of the Surety Provider, or with the Certificateholders consent of the Surety Provider, the Noteholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates Series 1997-1 Notes then Outstanding, and if by such CertificateholdersNoteholders, by an instrument signed by the Surety Provider or such Certificateholders Noteholders or their attorneys and filed with the Auction Agent, the RepresentativeIssuer, the Market Agent and the Indenture Trustee upon at least 90 days' 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding Issuer or by 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, the Representative Issuer, the Surety Provider and the 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. (b) 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 Indenture Trustee, at the direction of the Representative Trust (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. (c) 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. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (ai) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative 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 (iA) 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 (iiB) 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 these Auction Procedures this Appendix A by giving at least 90 days' notice to the Indenture Trustee, the Representative each Broker-Dealer and the Market AgentIssuer. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer or by the Certificateholders holders of 66-2/3% a majority of the aggregate principal amount of the Pool II Auction Rate Certificates Securities then Outstanding, and if by such CertificateholdersNoteholders, by an instrument signed by such Certificateholders Noteholders or their attorneys and filed with the Auction Agent, the Representative, the Market Agent 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market AgentIssuer, 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, the Representative each Broker-Dealer and the Market Agent 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. (bii) 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, Indenture Trustee at the direction of the Representative (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)an Authorized Officer, shall use its best efforts to appoint a Substitute Auction Agent. (ciii) The Auction Agent is acting as agent for the Representative Issuer in connection with Auctions. In the absence of bad faith faith, negligent failure to act 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 Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative 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 (i) 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 (ii) 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 these Auction Procedures this Fourth Terms Supplement by giving at least 90 days' notice to the Trustee, the Representative Issuer, and the Market AgentAgents. The Auction Agent may be removed at any time by the Trustee or upon the Certificateholders written direction of the Note Owners of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates 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 Certificateholdersoutstanding, by an instrument signed by such Certificateholders Note Owners or their attorneys and filed with the Auction Agent, the RepresentativeIssuer, the applicable Market Agent and the Trustee upon at least 90 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 Certificateholders of 66-2/3% of Issuer or the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by 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, the Representative Issuer, and the 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. (b) 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 Issuer (after receipt of a certificate from the applicable Market Agent confirming that any proposed Substitute substitute Auction Agent meets the requirements described in the immediately preceding paragraph), shall use its best efforts to appoint a Substitute substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative Issuer 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 Agency 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. (d) In the event of a change in the Auction Agent Fee Rate pursuant to Section 6.4(b) of the Auction Agent Agency Agreement, the Auction Agent shall give a Notice of Fee Rate Change to the Trustee and the Representative Issuer in accordance with the Auction Agent Agency Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative in connection with Auctions. The Trustee 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 (i) 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 (ii) 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 these Auction Procedures by giving at least 90 days' notice to the Trustee, the Representative Representative, the Certificate Insurer and the Market Agent. The Auction Agent may be removed at any time by the Trustee upon the written direction of the Certificate Insurer, or with the consent of the Certificate Insurer, the Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then Outstanding, and if by such Certificateholders, by an instrument signed by the Certificate Insurer or such Certificateholders or their attorneys and filed with the Auction Agent, the Representative, the Market Agent and the Trustee upon at least 90 days' 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 Certificate Insurer, the Certificateholders 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, the Representative Representative, the Certificate Insurer and the 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. (b) . 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. (c) . 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. (d) . 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 Trustee, the Certificate Insurer and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative Trustee in connection with Auctions. The Trustee 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 (i) 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 (ii) 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 these Auction Procedures by giving at least 90 days' notice to the Trustee, the Representative Class R Certificateholders, the Servicer and the Market Agent. The Auction Agent may be removed at any time by the Trustee or the Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Class A-2 Certificates then Outstanding, and if by such Certificateholders, by an instrument signed by such Certificateholders or their attorneys and filed with the Auction Agent, the RepresentativeServicer, the Class R Certificateholders, the Market Agent and the Trustee upon at least 90 days' 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate 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, the Representative Servicer, the Holder of the Class R Certificates and the 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. (b) 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 Trustee (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. (c) The Auction Agent is acting as agent for the Representative Trustee 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. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative 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 (i) 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 (ii) 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 these Auction Procedures this Fifth Terms Supplement by giving at least 90 days' notice to the Trustee, the Representative Issuer and the Market AgentAgents. The Auction Agent may be removed at any time by the Trustee or upon the Certificateholders written direction of the Note Owners of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates 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 Certificateholdersoutstanding, by an instrument signed by such Certificateholders Note Owners or their attorneys and filed with the Auction Agent, the RepresentativeIssuer, the applicable Market Agent and the Trustee upon at least 90 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 Certificateholders of 66-2/3% of Issuer or the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by 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, the Representative Issuer, and the 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. (b) 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 Issuer (after receipt of a certificate from the applicable Market Agent confirming that any proposed Substitute substitute Auction Agent meets the requirements described in the immediately preceding paragraph), shall use its best efforts to appoint a Substitute substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative Issuer 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 Agency 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. (d) In the event of a change in the Auction Agent Fee Rate pursuant to Section 6.4(b) of the Auction Agent Agency Agreement, the Auction Agent shall give a Notice of Fee Rate Change to the Trustee and the Representative Issuer in accordance with the Auction Agent Agency Agreement.

Auction Agent. (a) Bankers Trust Company The Bank of New York is hereby appointed as Initial Auction Agent to serve as agent for the Representative 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 (i) 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 (ii) 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 these Auction Procedures this Second Supplemental Indenture by giving at least 90 ninety (90) days' notice to the Trustee, the Representative each Market Agent and the Market AgentIssuer. 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 Certificateholders Holders of 66 2/3% of the aggregate Principal Amount of the 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 Principal Amount of the Pool II Auction Rate Certificates then OutstandingSeries 2002B-2 Subordinate Notes), and if by such CertificateholdersHolders, by an instrument signed by such Certificateholders Holders or their attorneys and filed with the Auction Agent, the Representative, the Market Agent Issuer and the Trustee upon at least 90 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 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market AgentIssuer, 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, the Representative each Market Agent and the Market Agent 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. (b) 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, Trustee at the direction of an Authorized Officer of the Representative (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)Issuer, shall use its best efforts to appoint a Substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative Issuer in connection with Auctions. In the absence of bad faith faith, negligent failure to act 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 Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) 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 notice thereof to the Trustee and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (aPursuant 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 Representative Issuing Entity in connection with Auctions. The Trustee 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 (i) 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 Market Calculation Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (ii) 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 these Auction Procedures the Indenture by giving at least 90 days' days notice to the Indenture Trustee, the Representative Depositor and the Market Calculation Agent. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of the Administrator on behalf of the Issuing Entity, or the Certificateholders Registered Owners of at least 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates Securities then Outstanding, and if by such Certificateholdersoutstanding, by an instrument signed by such Certificateholders noteholders or their attorneys and filed with the Auction Agent, the RepresentativeIssuing Entity, the Market Agent Indenture Trustee and the Trustee Calculation Agent upon at least 90 days' 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 Certificateholders of 66-2/3% of Issuing Entity or the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market 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, the Representative Administrator on behalf of the Issuing Entity and the Market 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. (b) . If the Auction Agent shall should resign or be removed or be dissolved, or if the property or affairs of the Auction Agent shall 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 Representative Administrator on behalf of the Issuing Entity (after receipt of a certificate from the Market Agent Issuing Entity's financial advisor confirming that any proposed Substitute Auction Agent meets the requirements described in the immediately preceding paragraphparagraph above), shall is required to use its best efforts to appoint a Substitute Auction Agent. (c) 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. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative Corporation in connection with Auctions. The Trustee and the 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 (i) 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 (ii) 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 these Auction Procedures this First Supplemental Indenture by giving at least 90 ninety (90) days' notice to the Trustee, the Representative Market Agent and the Market AgentCorporation. 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 Certificateholders Holders of 66-2/3% of the aggregate principal amount Principal Amount of the Pool II Tax Exempt Auction Rate Certificates Series 1997-1 Notes then Outstanding, and and, if by such CertificateholdersHolders, by an instrument signed by such Certificateholders Holders or their attorneys and filed with the Auction Agent, the Representative, the Market Agent 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market AgentCorporation, 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, the Representative Market Agent and the Market Agent 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. (b) 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, Trustee at the direction of an Authorized Officer of the Representative (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)Corporation, shall use its best efforts to appoint a Substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative Corporation in connection with Auctions. In the absence of bad faith faith, negligent failure to act 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 Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative in connection with Auctions. The Trustee 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 (i) 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 (ii) 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 these Auction Procedures by giving at least 90 days' notice to the Trustee, the Representative Representative, the Certificate Insurer and the Market Agent. The Auction Agent may be removed at any time by the Trustee upon the written direction of the Certificate Insurer, or with the consent of the Certificate Insurer, the Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then Outstanding, and if by such Certificateholders, by an instrument signed by the Certificate Insurer or such Certificateholders or their attorneys and filed with the Auction Agent, the Representative, the Market Agent and the Trustee upon at least 90 days' 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 Certificate Insurer, the Certificateholders 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, the Representative Representative, the Certificate Insurer and the 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. (b) 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. (c) 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. (d) 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 Trustee, the Certificate Insurer and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company [BAS Affiliate] is hereby appointed as Initial Auction Agent to serve as agent for the Representative Trustee in connection with Auctions. The Trustee 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 (i) 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 Auction Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (ii) 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 these Auction Procedures by giving at least 90 days' notice to the Trustee, the Representative Trustee and the Market AgentDepositor. The Auction Agent may be removed at any time by the Trustee or the Certificateholders of [66-2/3% %] of the aggregate principal amount of the Pool II Auction Rate Certificates then Outstanding, and if by such Certificateholders, by an instrument signed by such Certificateholders or their attorneys and filed with the Auction Agent, the RepresentativeDepositor, the Market Agent and the Trustee upon at least 90 days' 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 Certificateholders of [66-2/3% %] of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market 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, the Representative Depositor and the Market 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. (b) 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 receivership or otherwise 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 Trustee (after receipt of a certificate from the Market Auction 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. (c) The Auction Agent is acting as agent for the Representative Trustee 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. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative Corporation in connection with Auctions. The Trustee and the 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 (i) 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 (ii) 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 these Auction Procedures this First Supplemental Indenture by giving at least 90 days' notice to the Trustee, the Representative Market Agent and the Market AgentCorporation. 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 Certificateholders Holders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates Series 1999-1 Senior Notes then Outstanding, and and, if by such CertificateholdersHolders, by an instrument signed by such Certificateholders Holders or their attorneys and filed with the Auction Agent, the Representative, the Market Agent Corporation and the Trustee upon at least 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 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market AgentCorporation, 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, the Representative Market Agent and the Market Agent 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. (b) 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, Trustee at the direction of an Authorized Officer of the Representative (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)Corporation, shall use its best efforts to appoint a Substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative Corporation in connection with Auctions. In the absence of bad faith faith, negligent failure to act 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 Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers IBJ Schroder Bank & Trust Company is hereby appointed as Initial Auction Agent Auctiox Xxxxx to serve as agent for the Representative 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 (i) 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 (ii) 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 these Auction Procedures this First Terms Supplement by giving at least 90 days' , notice to the Trustee, the Representative and Issuer the Market Agent. The Auction Agent may be removed at any time by the Trustee or upon the Certificateholders written direction of the Note Owners of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates 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 Certificateholdersoutstanding, by an instrument signed by such Certificateholders Note Owners or their attorneys and filed with the Auction Agent, the RepresentativeIssuer, the Market Agent and the Trustee upon at least 90 days' , 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding Issuer or by 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, the Representative Issuer and the 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. (b) 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 Issuer (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 substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative Issuer in connection with Auctions. In the absence of bad faith or negligence on its part, part the Auction Agent shall not be liable for any action taken, 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. (d) 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 and the Representative Issuer in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative 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 (i) 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 (ii) 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 these Auction Procedures this _____ Terms Supplement by giving at least 90 days' notice to the Indenture Trustee, the Representative Issuer, the Surety Provider and the Market Agent. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of the Surety Provider, or with the Certificateholders consent of the Surety Provider, the Noteholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates Notes then Outstanding, and if by such CertificateholdersNoteholders, by an instrument signed by the Surety Provider or such Certificateholders Noteholders or their attorneys and filed with the Auction Agent, the RepresentativeIssuer, the Market Agent and the Indenture Trustee upon at least 90 days' 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding Issuer or by 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, the Representative Issuer, the Surety Provider and the 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. (b) 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 Indenture Trustee, at the direction of the Representative Trust (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. (c) The Auction Agent is acting as agent for the Representative Issuer 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. (d) 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 Indenture Trustee, the Surety Provider and the Representative Eligible Lender Trustee in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company The Bank of New York is hereby appointed as Initial Auction Agent to serve as agent for the Representative 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 (i) 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 (ii) 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 these Auction Procedures this First Supplemental Indenture by giving at least 90 ninety (90) days' notice to the Trustee, the Representative each Market Agent and the Market AgentIssuer. 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 Certificateholders Holders of 66 2/3% of the aggregate Principal Amount of the 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 Principal Amount of the Pool II Auction Rate Certificates then OutstandingSeries 2001B Subordinate Notes), and if by such CertificateholdersHolders, by an instrument signed by such Certificateholders Holders or their attorneys and filed with the Auction Agent, the Representative, the Market Agent Issuer and the Trustee upon at least 90 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 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market AgentIssuer, 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, the Representative each Market Agent and the Market Agent 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. (b) 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, Trustee at the direction of an Authorized Officer of the Representative (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)Issuer, shall use its best efforts to appoint a Substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative Issuer in connection with Auctions. In the absence of bad faith faith, negligent failure to act 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 Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) 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 notice thereof to the Trustee and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers IBJ Whitehall Bank & Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative 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 (i) 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 (ii) 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 these Auction Procedures this Second Terms Supplement by giving at least 90 days' , notice to the Trustee, the Representative and Issuer, the Market Agent. The Auction Agent may be removed at any time by the Trustee or upon the Certificateholders written direction of the Note Owners of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates 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 Certificateholdersoutstanding, by an instrument signed by such Certificateholders Note Owners or their attorneys and filed with the Auction Agent, the RepresentativeIssuer, the Market Agent and the Trustee upon at least 90 days' , 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding Issuer or by 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, the Representative Issuer, and the 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. (b) 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, insolvency or for any other reason, the Trustee, at the direction of the Representative Issuer (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 substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative Issuer 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 Agency 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. (d) In the event of a change in the Auction Agent Fee Rate pursuant to Section 6.4(b) of the Auction Agent Agency Agreement, the Auction Agent shall give a Notice of Fee Rate Change to the Trustee and the Representative Issuer in accordance with the Auction Agent Agency Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative Corporation in connection with Auctions. The Trustee and the 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 (i) 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 (ii) 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 these Auction Procedures this Third Supplemental Indenture by giving at least 90 ninety (90) days' notice to the Trustee, the Representative Market Agent and the Market AgentCorporation. 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 Certificateholders Holders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates Series 2001-1 Senior Notes then Outstanding (or, if no Series 2001-1 Senior Notes are then Outstanding, and the Holders of 66-2/3% of the aggregate principal amount of the Series 2001-1C Notes then Outstanding), and, if by such CertificateholdersHolders, by an instrument signed by such Certificateholders Holders or their attorneys and filed with the Auction Agent, the Representative, the Market Agent Corporation and the Trustee upon at least 90 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market AgentCorporation, 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, the Representative Market Agent and the Market Agent 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. (b) 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, Trustee at the direction of an Authorized Officer of the Representative (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)Corporation, shall use its best efforts to appoint a Substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative Corporation in connection with Auctions. In the absence of bad faith faith, negligent failure to act 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 Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby has been appointed as Initial Auction Agent to serve as agent for the Representative Issuer in connection with AuctionsAuctions with respect to the Auction Rate Notes. The Indenture Trustee 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 (i) 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 Market Calculation Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (ii) 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 these Auction Procedures this Indenture by giving at least 90 days' notice to the Indenture Trustee, the Representative Issuer and the Market Calculation 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 Certificateholders Holders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates Notes then Outstanding, and if by such Certificateholdersthe Holders, by an instrument signed by such Certificateholders Holders or their attorneys and filed with the Auction Agent, the RepresentativeIssuer, the Market Agent Indenture Trustee and the Trustee Calculation Agent upon at least 90 days' 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding Issuer or by the Market 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, the Representative Issuer and the Market 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. (b) 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, Indenture Trustee at the direction of an Authorized Officer of the Representative Issuer (after receipt of a certificate from the Market Calculation 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. (c) The Auction Agent is acting shall act as agent for the Representative Issuer in connection with Auctions. In the absence of bad faith faith, negligent failure to act 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. (d) 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 and the Representative in accordance with the Auction Agent Agreement.the

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative Corporation in connection with Auctions. The Trustee and the 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 (i) 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 (ii) 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 these Auction Procedures this Second Supplemental Indenture by giving at least 90 ninety (90) days' notice to the Trustee, the Representative Market Agent and the Market AgentCorporation. 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 Certificateholders Holders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates Series 2000-1 Senior Notes then Outstanding (or, if no Series 2000-1 Senior Notes are then Outstanding, and the Holders of 66-2/3% of the aggregate principal amount of the Series 2000-1C Notes then Outstanding), and, if by such CertificateholdersHolders, by an instrument signed by such Certificateholders Holders or their attorneys and filed with the Auction Agent, the Representative, the Market Agent Corporation and the Trustee upon at least 90 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market AgentCorporation, 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, the Representative Market Agent and the Market Agent 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. (b) 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, Trustee at the direction of an Authorized Officer of the Representative (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)Corporation, shall use its best efforts to appoint a Substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative Corporation in connection with Auctions. In the absence of bad faith faith, negligent failure to act 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 Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative 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 (i) 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 (ii) 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 these Auction Procedures this Sixth Terms Supplement by giving at least 90 days' notice to the Trustee, the Representative Issuer, and the Market Agent. The Auction Agent may be removed at any time by the Trustee or upon the Certificateholders written direction of the Note Owners of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates 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 Certificateholdersoutstanding, by an instrument signed by such Certificateholders Note Owners or their attorneys and filed with the Auction Agent, the RepresentativeIssuer, the applicable Market Agent and the Trustee upon at least 90 days' 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 Certificateholders of 66-2/3% of Issuer or the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by 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, the Representative Issuer, and the 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. (b) 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 Issuer (after receipt of a certificate from the applicable Market Agent confirming that any proposed Substitute substitute Auction Agent meets the requirements described in the immediately preceding paragraph), shall use its best efforts to appoint a Substitute substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative Issuer 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 Agency 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. (d) In the event of a change in the Auction Agent Fee Rate pursuant to Section 6.4(b) of the Auction Agent Agency Agreement, the Auction Agent shall give a Notice of Fee Rate Change to the Trustee and the Representative Issuer in accordance with the Auction Agent Agency Agreement.

Auction Agent. (aPursuant 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 Representative Issuing Entity in connection with Auctions. The Trustee 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 (i) 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 Market Calculation Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (ii) 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 these Auction Procedures the Indenture by giving at least 90 days' days notice to the Indenture Trustee, the Representative Depositor and the Market Calculation Agent. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of the Administrator on behalf of the Issuing Entity, or the Certificateholders Registered Owners of at least 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates Securities then Outstanding, and if by such Certificateholdersoutstanding, by an instrument signed by such Certificateholders noteholders or their attorneys and filed with the Auction Agent, the RepresentativeIssuing Entity, the Market Agent Indenture Trustee and the Trustee Calculation Agent upon at least 90 days' 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 Certificateholders of 66-2/3% of Issuing Entity or the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market 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, the Representative Administrator on behalf of the Issuing Entity and the Market 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. (b) . If the Auction Agent shall should resign or be removed or be dissolved, or if the property or affairs of the Auction Agent shall 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 Representative Administrator on behalf of the Issuing Entity (after receipt of a certificate from the Market Agent Issuing Entity's financial advisor confirming that any proposed Substitute Auction Agent meets the requirements described in the immediately preceding paragraphparagraph above), shall is required to use its best efforts to appoint a Substitute Auction Agent. (c) 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. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) 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 Representative in connection with Auctions. The Trustee willTrustee, and at the Trustee is hereby directed to, direction of the 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 (i) 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 and the Market Agent in writing and having a combined capital stock or surplus of at least $50,000,00015,000,000, or (iiiii) 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 these Auction Procedures the Series 2014A Trust Agreement by giving at least 90 days' ’ notice to the Trustee, the Representative School Board, the Corporation, and the Market AgentBroker-Dealers. The Auction Agent may be removed at any time by the Trustee Trustee, upon the written direction of (i) the School Board, or (ii) the Certificateholders ARS Beneficial Owners of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates portion represented by ARS then Outstanding, and if by such Certificateholdersoutstanding, by an instrument signed by such Certificateholders or their attorneys the Trustee and filed with the Auction Agent, the Representative, the Market Agent and the Trustee School Board upon at least 90 30 days' ’ 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 Certificateholders 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 45 days after notifying the Trustee, the Representative Trustee and the Market Agent 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. (b) 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 (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), School Board shall use its best efforts to appoint a Substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative in connection with Auctions. In the absence of bad faith faith, negligent failure to act 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 Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) In the event of a change in the The Auction Agent Fee Rate pursuant to Section 6.4(b) may be removed at any time, at the written request of the Auction Agent Agreement, the Auction Agent shall give a Notice School Board for any breach of Fee Rate Change to the Trustee and the Representative in accordance with its obligations hereunder or under the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative Trustee in connection with Auctions. The Trustee 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 (i) 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 (ii) 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 these Auction Procedures by giving at least 90 days' notice to the Trustee, the Representative Class R Certificateholders, the Servicer and the Market Agent. The Auction Agent may be removed at any time by the Trustee or the Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Class A Certificates then Outstanding, and if by such Certificateholders, by an instrument signed by such Certificateholders or their attorneys and filed with the Auction Agent, the RepresentativeServicer, the Class R Certificateholders, the Market Agent and the Trustee upon at least 90 days' 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate 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, the Representative Servicer, the Holder of the Class R Certificates and the 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. (b) 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 Trustee (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. (c) The Auction Agent is acting as agent for the Representative Trustee 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. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative 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 (i) 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 (ii) 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 these Auction Procedures this _____ Supplement by giving at least 90 days' notice to the Trustee, the Representative each Market Agent and the Market AgentIssuer. 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 Certificateholders Holders of 66-2/3% of the aggregate principal amount Principal Amount of the Pool II Auction Rate Certificates 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 CertificateholdersHolders, by an instrument signed by such Certificateholders Holders or their attorneys and filed with the Auction Agent, the Representative, the Market Agent Issuer and the Trustee upon at least 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 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market AgentIssuer, 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, the Representative each Market Agent and the Market Agent 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. (b) 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, Trustee at the direction of an Authorized Officer of the Representative (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)Issuer, shall use its best efforts to appoint a Substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative Issuer in connection with Auctions. In the absence of bad faith faith, negligent failure to act 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 Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) 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 notice thereof to the Trustee and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed shall serve as Initial the initial Auction Agent to serve as agent for the Representative in connection with AuctionsAuction Rate Notes. The Trustee 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 (i) 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 and the Market Agent in writing and having a combined capital stock or stock, surplus and undivided profits of at least $50,000,00040,000,000, or and (ii) 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 these Auction Procedures the Indenture by giving at least 90 days' written notice to the TrusteeIssuer, the Representative Trustee and the Market AgentAgent (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 if the Auction Agent is an entity other than the Trustee, acting at the direction of (i) the Administrator or (ii) the Certificateholders holders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then Outstanding, and if by such CertificateholdersNotes, by an instrument signed by such Certificateholders or their attorneys the Trustee and filed with the Auction Agent, the Representative, Issuer and the Market Agent and the Trustee upon at least 90 days' 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 ; provided that, if required by the Certificateholders 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 an agreement in substantially the form of the 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, the Representative and the 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. (b) If In the event that the Auction Agent shall resign resigns or be is removed or be dissolved, or if the property or affairs of the Auction Agent shall be is 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 (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), Administrator shall use its best efforts to appoint a Substitute successor as Auction Agent, and the Trustee will thereupon enter into an Auction Agency Agreement with such successor. (c) The Auction Agent is acting will act as agent for the Representative Trustee and the Issuer 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 Agency Agreement and will not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent factsfacts necessary to make such judgment. (d) In the event of a change in Notwithstanding that the Auction Agent Fee Rate pursuant to Section 6.4(b) is the agent of the Trustee hereunder and under the Auction Agent Agency Agreement, the Auction Agent shall give a Notice Trustee will not be liable in any way for any action taken, suffered or omitted, or for any error of Fee Rate Change to the Trustee and the Representative in accordance with judgment made by the Auction Agent AgreementAgent, whether in the performance of its duties under the Auction Agency Agreement or otherwise.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative Trustee in connection with Auctions. The Trustee 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 (i) 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 (ii) 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 these Auction Procedures by giving at least 90 days' notice to the Trustee, the Representative Class R Certificateholders, the Servicer and the Market Agent. The Auction Agent may be removed at any time by the Trustee or the Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then Outstanding, and if by such Certificateholders, by an instrument signed by such Certificateholders or their attorneys and filed with the Auction Agent, the RepresentativeServicer, the Class R Certificateholders, the Market Agent and the Trustee upon at least 90 days' 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 Certificateholders 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, the Representative Servicer, the Holder of the Class R Certificates and the 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. (b) 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 Trustee (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. (c) The Auction Agent is acting as agent for the Representative Trustee 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. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers IBJ Whitehall Bank & Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative 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 (i) 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 (ii) 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 these Auction Procedures this Third Terms Supplement by giving at least 90 days' , notice to the Trustee, the Representative and Issuer, the Market Agent. The Auction Agent may be removed at any time by the Trustee or upon the Certificateholders written direction of the Note Owners of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates 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 Certificateholdersoutstanding, by an instrument signed by such Certificateholders Note Owners or their attorneys and filed with the Auction Agent, the RepresentativeIssuer, the Market Agent and the Trustee upon at least 90 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding Issuer or by 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, the Representative Issuer and the 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. (b) 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 Issuer (after receipt of a certificate from the Market Agent confirming that any proposed Substitute substitute Auction Agent meets the requirements described in the immediately preceding paragraph), shall use its best efforts to appoint a Substitute substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative Issuer 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 Agency 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. (d) In the event of a change in the Auction Agent Fee Rate pursuant to Section 6.4(b) of the Auction Agent Agency Agreement, the Auction Agent shall give a Notice of Fee Rate Change to the Trustee and the Representative Issuer in accordance with the Auction Agent Agency Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative Issuer in connection with Auctions. The Indenture Trustee 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 (i) 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 Market Calculation Agent in writing and having a combined capital stock or surplus of at least $50,000,000, or (ii) 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 these Auction Procedures this Indenture by giving at least 90 days' notice to the Indenture Trustee, the Representative Issuer and the Market Calculation 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 Certificateholders Holders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates Notes then Outstanding, and if by such Certificateholdersthe Holders, by an instrument signed by such Certificateholders Holders or their attorneys and filed with the Auction Agent, the RepresentativeIssuer, the Market Agent Indenture Trustee and the Trustee Calculation Agent upon at least 90 days' 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding Issuer or by the Market 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, the Representative Issuer and the Market 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. (b) 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, Indenture Trustee at the direction of an Authorized Officer of the Representative Issuer (after receipt of a certificate from the Market Calculation 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. (c) The Auction Agent is acting shall act as agent for the Representative Issuer in connection with Auctions. In the absence of bad faith faith, negligent failure to act 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. (d) 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 and the Representative in accordance with the Auction Agent Agreement.Agreement and

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative Trustee in connection with Auctions. The Trustee 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 (i) 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 (ii) 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 these Auction Procedures by giving at least 90 days' notice to the Trustee, the Representative Class R Certificateholders, the Servicer and the Market Agent. The Auction Agent may be removed at any time by the Trustee or the Certificateholders of 66-2/3% of the aggregate principal amount of the Pool Class II Auction Rate A-2 Certificates then Outstanding, and if by such Certificateholders, by an instrument signed by such Certificateholders or their attorneys and filed with the Auction Agent, the RepresentativeServicer, the Class R Certificateholders, the Market Agent and the Trustee upon at least 90 days' 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 Certificateholders of 66-2/3% of the Schedule I-16 aggregate principal amount of the Pool Class II Auction Rate 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, the Representative Servicer, the Holder of the Class R Certificates and the 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. (b) 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 Trustee (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. (c) The Auction Agent is acting as agent for the Representative Trustee 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. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (a) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative Corporation in connection with Auctions. The Trustee and the 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 (i) 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 (ii) 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 these Auction Procedures this First Supplemental Indenture by giving at least 90 ninety (90) days' notice to the Trustee, the Representative Market Agent and the Market AgentCorporation. 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 Certificateholders Holders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates Series 1999-1 Senior Notes then Outstanding (or, if no Series 1999-1 Senior Notes are then Outstanding, and the Holders of 66-2/3% of the aggregate principal amount of the Series 1999-1C Notes then Outstanding)], and, if by such CertificateholdersHolders, by an instrument signed by such Certificateholders Holders or their attorneys and filed with the Auction Agent, the Representative, the Market Agent Corporation and the Trustee upon at least 90 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market AgentCorporation, 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, the Representative Market Agent and the Market Agent 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. (b) 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, Trustee at the direction of an Authorized Officer of the Representative (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)Corporation, shall use its best efforts to appoint a Substitute Auction Agent. (c) The Auction Agent is acting as agent for the Representative Corporation in connection with Auctions. In the absence of bad faith faith, negligent failure to act 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 Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (ai) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative 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 (iA) 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 (iiB) 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 these Auction Procedures this Appendix A by giving at least 90 days' notice to the Trustee, the Representative Market Agent and the Market AgentIssuer. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Certificateholders Registered Owners of 66-2/351% of the aggregate principal amount of the Pool II Auction Rate Certificates Notes then Outstanding, and if by such CertificateholdersRegistered Owners, by an instrument signed by such Certificateholders Registered Owners or their attorneys and filed with the Auction Agent, the Representative, the Market Agent 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market AgentIssuer, 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, the Representative Market Agent and the Market Agent 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. (bii) 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, Trustee at the direction of the Representative (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)an Authorized Officer, shall use its best efforts to appoint a Substitute Auction Agent. (ciii) The Auction Agent is acting as agent for the Representative Issuer in connection with Auctions. In the absence of bad faith faith, negligent failure to act 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 Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) 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 and the Representative in accordance with the Auction Agent Agreement.

Auction Agent. (ai) Bankers Trust Company is hereby appointed as Initial Auction Agent to serve as agent for the Representative 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 (iA) 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 (iiB) 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 these Auction Procedures this Appendix A by giving at least 90 days' notice to the Trustee, the Representative Market Agent and the Market AgentIssuer. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer or the Certificateholders Registered Owners of 66-2/351% of the aggregate principal amount of the Pool II Auction Rate Certificates Notes then Outstanding, and if by such CertificateholdersRegistered Owners, by an instrument signed by such Certificateholders Registered Owners or their attorneys and filed with the Auction Agent, the Representative, the Market Agent 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 Certificateholders of 66-2/3% of the aggregate principal amount of the Pool II Auction Rate Certificates then outstanding or by the Market AgentIssuer, 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, the Representative Market Agent and the Market Agent 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. (bii) 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, Trustee at the direction of the Representative (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)an Authorized Officer, shall use its best efforts to appoint a Substitute Auction Agent. (ciii) The Auction Agent is acting as agent for the Representative Issuer in connection with Auctions. In the absence of bad faith faith, negligent failure to act 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 Agreement and shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) 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 and the Representative in accordance with the Auction Agent Agreement.