Common use of Changes in Auction Period or Periods Clause in Contracts

Changes in Auction Period or Periods. The Issuing Entity may change, from time to time, the length of the one or more Auction Periods in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the Auction Period or the interest rate borne by the Auction Rate Securities (an "Auction Period Adjustment"). The Issuing Entity will not initiate such change in the length of the Auction Period unless it has received the written consent of the Calculation Agent, which consent may not be unreasonably withheld, not less than fifteen (15) days nor more than twenty (20) days prior to the effective date of an Auction Period Adjustment. The Issuing Entity will initiate an Auction Period Adjustment by giving written notice to the Indenture Trustee, the Auction Agent, the Calculation Agent, the Depository and each Rating Agency then rating the Auction Rate Securities subject to such Auction Period Adjustment at least ten (10) days prior to the Rate Determination Date for such Auction Period. No Auction Period Adjustment may result in an Auction Period of less than 7 nor more than 91 days, with respect to Auction Rate Securities with a Short Auction Period, or in an Auction Period that is more than three months shorter or longer than the Auction Period established upon the issuance or Auction Period Conversion of such Auction Rate Securities, with respect to Auction Rate Securities with a Long Auction Period. An Auction Period Adjustment will not be allowed unless Sufficient Clearing Bids existed or all Auction Rate Securities were subject to Submitted Hold Orders at both the Auction preceding the date on which the notice of the proposed change was given as described above and the Auction preceding the proposed change. An Auction Period Adjustment will take effect only if (A) the Indenture Trustee and the Auction Agent receive, by 11:00 A.M., eastern time, on the Business Day before the Rate Determination Date for the first such Auction Period, a certificate from the Issuing Entity authorizing an Auction Period Adjustment specified in such certificate and the written consent of the Calculation Agent described above, and (B) Sufficient Clearing Bids exist or all Auction Rate Securities were subject to Submitted Hold Orders at the Auction on the Rate Determination Date for such first Auction Period. If the condition referred to in (A) is not met, the Auction Rate applicable for the next Auction Period will be determined pursuant to the Auction Procedures and the length of the Auction Period will remain the same. If the condition referred to in (A) is met, but the condition referred to in (B) above is not met, the Auction Rate applicable for the next Auction Period will be the lesser of the Maximum Auction Rate and the Net Contract Rate, but in no event greater than 18.00%, and the length of the Auction Period will remain the same. The Issuing Entity, with the written consent of the Rating Agencies then rating the Class A-2 Notes, may, from time to time, change the length of one or more Auction Periods pursuant to an Auction Period Conversion. In the event of a failed Auction Period Conversion, the Auction Rate for the Auction Period for which the proposed Auction Period Conversion was to have been effective will be the Maximum Auction Rate, and the length of the Auction Period commencing upon the failed Auction Period Adjustment will remain the same.

Changes in Auction Period or Periods. The Issuing Entity may change(a) While any of the Auction Rate Notes are Outstanding, the Issuer may, from time to time, convert on an Auction Period Distribution Date the length of the one or more Auction Periods pursuant to an Auction Period Adjustment, in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the Auction Period or and the interest rate borne by the Auction Rate Securities (an "Auction Period Adjustment"). The Issuing Entity will not Notes; provided, however that the Issuer shall only initiate such a change in the length of in the Auction Period to an Auction Period of other than seven (7) or twenty-eight (28) days upon written evidence based on a Cash Flow Statement from each of the Rating Agencies then rating any Outstanding Auction Rate Notes that such a change will not adversely affect any rating of such Rating Agencies on any Outstanding Auction Rate Notes; provided, further, however, that each Rating Agency may waive the requirement for delivery of a Cash Flow Statement. The Issuer shall not initiate an Auction Period Adjustment unless it has shall have received the written consent of the Calculation Agent, which consent may shall not be unreasonably withheld, not less than fifteen (15) days nor more than twenty (20) days prior to the effective date of an Auction Period Adjustment. The Issuing Entity will Issuer shall initiate an the Auction Period Adjustment by giving written notice to the Indenture Trustee, the Auction Agent, the Calculation Agent, the Depository and each Rating Agency then rating the Auction Rate Securities Notes subject to such Auction Period Adjustment in substantially the form of, or containing substantially the information contained in, Exhibit H to this Indenture at least ten (10) days prior to the Rate Interest Determination Date for such Auction Period. No . (b) The length of any such adjusted Auction Period pursuant to an Auction Period Adjustment may result shall be subject to the limitations thereon set forth in the definition of an Auction Period of less than 7 nor more than 91 days, with respect to Auction Rate Securities with a Short Auction Period, or Adjustment in an Auction Period that is more than three months shorter or longer than the Auction Period established upon the issuance or Auction Period Conversion of such Auction Rate Securities, with respect to Auction Rate Securities with a Long Auction Period. this Indenture. (c) An Auction Period Adjustment will shall not be allowed unless Sufficient Clearing Bids existed or all of the Outstanding Auction Rate Securities Notes were subject to Submitted Hold Orders at both the Auction preceding the date on which the notice of the proposed change was given as described above and the Auction preceding the proposed change. An Auction Period Adjustment will take effect only if (A) the Indenture Trustee and the Auction Agent receive, by 11:00 A.M., eastern time, on the Business Day before the Rate Determination Date for the first such Auction Period, a certificate from the Issuing Entity authorizing an Auction Period Adjustment specified in such certificate and the written consent of the Calculation Agent described above, and (B) Sufficient Clearing Bids exist or all Auction Rate Securities were subject to Submitted Hold Orders at the Auction on the Rate Determination Date for such first Auction Period. If the condition referred to in (A) is not met, the Auction Rate applicable for the next Auction Period will be determined pursuant to the Auction Procedures and the length of the Auction Period will remain the same. If the condition referred to in (A) is met, but the condition referred to in (B) above is not met, the Auction Rate applicable for the next Auction Period will be the lesser of the Maximum Auction Rate and the Net Contract Rate, but in no event greater than 18.00%, and the length of the Auction Period will remain the same. The Issuing Entity, with the written consent of the Rating Agencies then rating the Class A-2 Notes, may, from time to time, change the length of one or more Auction Periods pursuant to an Auction Period Conversion. In the event of a failed Auction Period Conversion, the Auction Rate for the Auction Period for which the proposed Auction Period Conversion was to have been effective will be the Maximum Auction Rate, and the length of the Auction Period commencing upon the failed Auction Period Adjustment will remain the same.Submitted

Changes in Auction Period or Periods. The Issuing Entity may change(a) While any of the Auction Rate Notes are Outstanding, the Issuer may, from time to time, convert on an Auction Period Distribution Date the length of the one or more Auction Periods pursuant to an Auction Period Adjustment, in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the Auction Period or and the interest rate borne by the Auction Rate Securities (an "Auction Period Adjustment"). The Issuing Entity will not Notes; provided, however that the Issuer shall only initiate such a change in the length of in the Auction Period to an Auction Period of other than seven (7) or twenty-eight (28) days upon written evidence based on a Cash Flow Statement from each of the Rating Agencies then rating any Outstanding Auction Rate Notes that such a change will not adversely affect any rating of such Rating Agencies on any Outstanding Auction Rate Notes; provided, further, however, that each Rating Agency may waive the requirement for delivery of a Cash Flow Statement. The Issuer shall not initiate an Auction Period Adjustment unless it has shall have received the written consent of the Calculation Agent, which consent may shall not be unreasonably withheld, not less than fifteen (15) days nor more than twenty (20) days prior to the effective date of an Auction Period Adjustment. The Issuing Entity will Issuer shall initiate an the Auction Period Adjustment by giving written notice to the Indenture Trustee, the Auction Agent, the Calculation Agent, the Depository and each Rating Agency then rating the Auction Rate Securities Notes subject to such Auction Period Adjustment in substantially the form of, or containing substantially the information contained in, Exhibit H to this Indenture at least ten (10) days prior to the Rate Interest Determination Date for such Auction Period. No Auction Period Adjustment may result in an Auction Period of less than 7 nor more than 91 days, with respect to Auction Rate Securities with a Short Auction Period, or in an Auction Period that is more than three months shorter or longer than the Auction Period established upon the issuance or Auction Period Conversion of such Auction Rate Securities, with respect to Auction Rate Securities with a Long Auction Period. An Auction Period Adjustment will not be allowed unless Sufficient Clearing Bids existed or all Auction Rate Securities were subject to Submitted Hold Orders at both the Auction preceding the date on which the notice of the proposed change was given as described above and the Auction preceding the proposed change. An Auction Period Adjustment will take effect only if (A) the Indenture Trustee and the Auction Agent receive, by 11:00 A.M., eastern time, on the Business Day before the Rate Determination Date for the first such Auction Period, a certificate from the Issuing Entity authorizing an Auction Period Adjustment specified in such certificate and the written consent of the Calculation Agent described above, and (B) Sufficient Clearing Bids exist or all Auction Rate Securities were subject to Submitted Hold Orders at the Auction on the Rate Determination Date for such first Auction Period. If the condition referred to in (A) is not met, the Auction Rate applicable for the next Auction Period will be determined pursuant to the Auction Procedures and the length of the Auction Period will remain the same. If the condition referred to in (A) is met, but the condition referred to in (B) above is not met, the Auction Rate applicable for the next Auction Period will be the lesser of the Maximum Auction Rate and the Net Contract Rate, but in no event greater than 18.00%, and the length of the Auction Period will remain the same. The Issuing Entity, with the written consent of the Rating Agencies then rating the Class A-2 Notes, may, from time to time, change the length of one or more Auction Periods pursuant to an Auction Period Conversion. In the event of a failed Auction Period Conversion, the Auction Rate for the Auction Period for which the proposed Auction Period Conversion was to have been effective will be the Maximum Auction Rate, and the length of the Auction Period commencing upon the failed Auction Period Adjustment will remain the same.such

Changes in Auction Period or Periods. The Issuing Entity may change(a) While any of the 1999-I Notes are Outstanding, the Issuer may, from time to time, convert the length of the one or more Auction Periods (an "Auction Period Adjustment") in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the Auction Period or and the interest rate Series Interest Rate borne by the Auction Rate Securities (1999-I Notes. The Issuer shall not initiate an "Auction Period Adjustment"). The Issuing Entity will not initiate such change in the length of the Auction Period Adjustment unless it has shall have received the written consent of the Calculation Market Agent, which consent may shall not be unreasonably withheld, not less than fifteen (15) three days nor more than twenty (20) 20 days prior to the effective date of an Auction Period Adjustment. The Issuing Entity will Issuer shall initiate an the Auction Period Adjustment by giving written notice by Issuer Order to the Indenture Trustee, the Auction Agent, the Calculation Market Agent, Fitch, S&P and the Securities Depository and each Rating Agency then rating in substantially the Auction Rate Securities subject form of, or containing substantially the information contained in, Exhibit D to such Auction Period Adjustment this Third Terms Supplement at least ten (10) 10 days prior to the Rate Determination Auction Date for such Auction Period. No . (b) Any such adjusted Auction Period Adjustment may result in an Auction Period of shall not be less than 7 days nor more than 91 365 days, with respect to Auction Rate Securities with a Short Auction Period, or in an Auction Period that is more than three months shorter or longer than the Auction Period established upon the issuance or Auction Period Conversion of such Auction Rate Securities, with respect to Auction Rate Securities with a Long Auction Period. . (c) An Auction Period Adjustment will not be allowed unless Sufficient Clearing Bids existed or all Auction Rate Securities were subject to Submitted Hold Orders at both the Auction preceding the date on which the notice of the proposed change was given as described above and the Auction preceding the proposed change. An Auction Period Adjustment will shall take effect only if (A) the Indenture Trustee and the Auction Agent receive, receive by 11:00 A.M.a.m., eastern time, on the Business Day before the Rate Determination Auction Date for the first such Auction Period, a certificate from an Issuer's Certificate in substantially the Issuing Entity form attached as, or containing substantially the same information contained in, Exhibit E to this Third Terms Supplement, authorizing an the Auction Period Adjustment specified in such certificate and along with a copy of the written consent of the Calculation Market Agent described above, above in subparagraph (a) above and (B) Sufficient Clearing Bids exist or all Auction Rate Securities were subject to Submitted Hold Orders at as of the Auction on the Rate Determination Auction Date for such first Auction Period. If the condition referred to in (A) above is not met, the Auction Series Interest Rate applicable for the next Auction Period will shall be determined pursuant to the Auction Procedures above provisions of this Section 2.5 and the length of the Auction Period will remain shall be the sameAuction Period determined without reference to the proposed change. If the condition referred to in (A) is met, met but the condition referred to in (B) above is not met, the Auction Series Interest Rate applicable for the next Auction Period will shall be the lesser of the Maximum Auction Rate and the Net Contract Rate, but in no event greater than 18.00%, Loan Rate and the length Auction Period shall be the Auction Period determined without reference to the proposed change. In connection with any Auction Period Adjustment, the Auction Agent shall provide such further notice to such parties as is specified in Section 2.5 of the Auction Period will remain the same. The Issuing Entity, with the written consent of the Rating Agencies then rating the Class A-2 Notes, may, from time to time, change the length of one or more Auction Periods pursuant to an Auction Period Conversion. In the event of a failed Auction Period Conversion, the Auction Rate for the Auction Period for which the proposed Auction Period Conversion was to have been effective will be the Maximum Auction Rate, and the length of the Auction Period commencing upon the failed Auction Period Adjustment will remain the sameAgency Agreement.

Changes in Auction Period or Periods. The Issuing Entity may changeWhile any of the Series 2002 Notes are Outstanding, the Issuer may, from time to time, convert the length of the one or more Auction Periods (an "Auction Period Adjustment"), in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the Auction Period or and the interest rate Applicable Interest Rate borne by any series of the Series 2002 Notes. The Issuer shall not initiate an Auction Rate Securities (an "Period Adjustment unless it shall have received, not less than ten days nor more than twenty days prior to the Auction Period Adjustment"). The Issuing Entity will not initiate such change in the length of the Auction Period unless it has received , the written consent of the Calculation applicable Market Agent, which consent may shall not be unreasonably withheld, not less than fifteen (15) days nor more than twenty (20) days prior to the effective date of an Auction Period Adjustment. The Issuing Entity will Issuer shall initiate an the Auction Period Adjustment by giving written notice by Issuer Order to the Indenture Trustee, the Auction Agent, the Calculation Agentapplicable Market Agent and the Securities Depository in substantially the form of, or containing substantially the Depository and each Rating Agency then rating the Auction Rate Securities subject information contained in, Exhibit E to such Auction Period Adjustment this Second Supplemental Indenture at least ten (10) days prior to the Rate Determination Auction Date for such Auction Period. No Any such adjusted Auction Period Adjustment may result in an Auction Period of shall not be less than 7 seven days nor more than 91 days, with respect to Auction Rate Securities with a Short Auction Period, or in an Auction Period that is more than three months shorter or longer than the Auction Period established upon the issuance or Auction Period Conversion of such Auction Rate Securities, with respect to Auction Rate Securities with a Long Auction Periodone year. An Auction Period Adjustment will not be allowed unless Sufficient Clearing Bids existed or all Auction Rate Securities were subject to Submitted Hold Orders at both the Auction preceding the date on which the notice of the proposed change was given as described above and the Auction preceding the proposed change. An Auction Period Adjustment will shall take effect only if (A) if the Indenture Trustee and the Auction Agent receive, by 11:00 A.M.a.m., eastern New York City time, on the Business Day before the Rate Determination Auction Date for the first such Auction Period, a certificate from an Issuer Certificate in substantially the Issuing Entity form attached as, or containing substantially the same information contained in, Exhibit F to this Second Supplemental Indenture, authorizing an the Auction Period Adjustment specified in such certificate and along with written confirmation that the written consent of the Calculation Agent described aboveRating Agency Condition has been satisfied with respect to such Auction Period Adjustment, and (B) Sufficient Clearing Bids exist or all Auction Rate Securities were subject to Submitted Hold Orders at as of the Auction on the Rate Determination Auction Date for such first Auction Period. If the condition referred to in (A) above is not met, the Auction Applicable Interest Rate applicable for the next Auction Period will shall be determined pursuant to the Auction Procedures provisions of Sections 4 through 9 hereof and the length of the Auction Period will remain shall be the sameAuction Period determined without reference to the proposed change. If the condition referred to in (A) is met, met but the condition referred to in (B) above is not met, the Auction Applicable Interest Rate applicable for the next Auction Period will shall be the lesser of the Maximum Auction Rate and the Net Contract Rate, but and in no event greater than 18.00%either case the Auction Period shall be the Auction Period determined without reference to the proposed change. In connection with any Auction Period Adjustment, and the length Auction Agent shall provide such further notice to such parties as is specified in Section 2.06(a) of the Auction Period will remain the same. The Issuing Entity, with the written consent of the Rating Agencies then rating the Class A-2 Notes, may, from time to time, change the length of one or more Auction Periods pursuant to an Auction Period Conversion. In the event of a failed Auction Period Conversion, the Auction Rate for the Auction Period for which the proposed Auction Period Conversion was to have been effective will be the Maximum Auction Rate, and the length of the Auction Period commencing upon the failed Auction Period Adjustment will remain the sameAgent Agreement.

Changes in Auction Period or Periods. The Issuing Entity may changeWhile any of the Series 2001 Notes are Outstanding, the Issuer may, from time to time, convert the length of the one or more Auction Periods (an "Auction Period Adjustment"), in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the Auction Period or and the interest rate Applicable Interest Rate borne by any series of the Series 2001 Notes. The Issuer shall not initiate an Auction Rate Securities (an "Period Adjustment unless it shall have received, not less than ten days nor more than twenty days prior to the Auction Period Adjustment"). The Issuing Entity will not initiate such change in the length of the Auction Period unless it has received , the written consent of the Calculation applicable Market Agent, which consent may shall not be unreasonably withheld, not less than fifteen (15) days nor more than twenty (20) days prior to the effective date of an Auction Period Adjustment. The Issuing Entity will Issuer shall initiate an the Auction Period Adjustment by giving written notice by Issuer Order to the Indenture Trustee, the Auction Agent, the Calculation Agentapplicable Market Agent and the Securities Depository in substantially the form of, or containing substantially the Depository and each Rating Agency then rating the Auction Rate Securities subject information contained in, Exhibit E to such Auction Period Adjustment this First Supplemental Indenture at least ten (10) days prior to the Rate Determination Auction Date for such Auction Period. No Any such adjusted Auction Period Adjustment may result in an Auction Period of shall not be less than 7 seven days nor more than 91 days, with respect to Auction Rate Securities with a Short Auction Period, or in an Auction Period that is more than three months shorter or longer than the Auction Period established upon the issuance or Auction Period Conversion of such Auction Rate Securities, with respect to Auction Rate Securities with a Long Auction Periodone year. An Auction Period Adjustment will not be allowed unless Sufficient Clearing Bids existed or all Auction Rate Securities were subject to Submitted Hold Orders at both the Auction preceding the date on which the notice of the proposed change was given as described above and the Auction preceding the proposed change. An Auction Period Adjustment will shall take effect only if (A) if the Indenture Trustee and the Auction Agent receive, by 11:00 A.M.a.m., eastern New York City time, on the Business Day before the Rate Determination Auction Date for the first such Auction Period, a certificate from an Issuer Certificate in substantially the Issuing Entity form attached as, or containing substantially the same information contained in, Exhibit F to this First Supplemental Indenture, authorizing an the Auction Period Adjustment specified in such certificate and along with written confirmation that the written consent of the Calculation Agent described aboveRating Agency Condition has been satisfied with respect to such Auction Period Adjustment, and (B) Sufficient Clearing Bids exist or all Auction Rate Securities were subject to Submitted Hold Orders at as of the Auction on the Rate Determination Auction Date for such first Auction Period. If the condition referred to in (A) above is not met, the Auction Applicable Interest Rate applicable for the next Auction Period will shall be determined pursuant to the Auction Procedures provisions of Sections 4 through 9 hereof and the length of the Auction Period will remain shall be the sameAuction Period determined without reference to the proposed change. If the condition referred to in (A) is met, met but the condition referred to in (B) above is not met, the Auction Applicable Interest Rate applicable for the next Auction Period will shall be the lesser of the Maximum Auction Rate and the Net Contract Rate, but and in no event greater than 18.00%either case the Auction Period shall be the Auction Period determined without reference to the proposed change. In connection with any Auction Period Adjustment, and the length Auction Agent shall provide such further notice to such parties as is specified in Section 2.5 of the Auction Period will remain the same. The Issuing Entity, with the written consent of the Rating Agencies then rating the Class A-2 Notes, may, from time to time, change the length of one or more Auction Periods pursuant to an Auction Period Conversion. In the event of a failed Auction Period Conversion, the Auction Rate for the Auction Period for which the proposed Auction Period Conversion was to have been effective will be the Maximum Auction Rate, and the length of the Auction Period commencing upon the failed Auction Period Adjustment will remain the sameAgent Agreement.

Changes in Auction Period or Periods. The Issuing Entity may change(a) While any of the Notes are Outstanding, the Issuer may, from time to time, convert on an Auction Period Distribution Date the length of the one or more Auction Periods pursuant to an Auction Period Adjustment, in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the Auction Period or and the interest rate borne by the Auction Rate Securities (an "Auction Period Adjustment"). The Issuing Entity will not Notes; provided, however that the Issuer shall only initiate such a change in the length of in the Auction Period to an Auction Period of other than seven (7) or twenty-eight (28) days upon written evidence based on a Cash Flow Statement from each of the Rating Agencies then rating any Outstanding Notes that such a change will not adversely affect any rating of such Rating Agencies on any Outstanding Notes; provided, further, however, that each Rating Agency may waive the requirement for delivery of a Cash Flow Statement. The Issuer shall not initiate an Auction Period Adjustment unless it has shall have received the written consent of the Calculation Agent, which consent may shall not be unreasonably withheld, not less than fifteen (15) days nor more than twenty (20) days prior to the effective date of an Auction Period Adjustment. The Issuing Entity will Issuer shall initiate an the Auction Period Adjustment by giving written notice to the Indenture Trustee, the Auction Agent, the Calculation Agent, the Depository and each Rating Agency then rating the Auction Rate Securities Notes subject to such Auction Period Adjustment in substantially the form of, or containing substantially the information contained in, Exhibit G to this Indenture at least ten (10) days prior to the Rate Interest Determination Date for such Auction Period. No . (b) The length of any such adjusted Auction Period pursuant to an Auction Period Adjustment may result shall be subject to the limitations thereon set forth in the definition of an Auction Period of less than 7 nor more than 91 days, with respect to Auction Rate Securities with a Short Auction Period, or Adjustment in an Auction Period that is more than three months shorter or longer than the Auction Period established upon the issuance or Auction Period Conversion of such Auction Rate Securities, with respect to Auction Rate Securities with a Long Auction Period. this Indenture. (c) An Auction Period Adjustment will shall not be allowed unless Sufficient Clearing Bids existed or all Auction Rate Securities of the Outstanding Notes were subject to Submitted Hold Orders at both the Auction preceding Auction, if any, before the date on which the notice of the proposed change was given as described above provided in this Section 2.03.1.7 and the Auction immediately preceding the proposed change. . (d) An Auction Period Adjustment will shall take effect on an Auction Period Distribution Date only if (A) the Indenture Trustee and the Auction Agent receive, by 11:00 A.M.a.m., eastern time, on the Business Day before the Rate Interest Determination Date for the first such Auction Period, a certificate from the Issuing Entity Issuer in substantially the form attached as, or containing substantially the same information contained in, Exhibit H to this Indenture, authorizing an the Auction Period Adjustment specified in such certificate and along with a copy of the written consent certificate of the Calculation Agent described above, above in subparagraph (a) and (B) Sufficient Clearing Bids exist or all Auction Rate Securities were of the Outstanding Notes are subject to Submitted Hold Orders at the Auction on the Rate Interest Determination Date for such first Auction Period. If the condition referred to in (A) above is not met, the Auction Rate applicable for the next Auction Period commencing on the Effective Date (as defined in Exhibit H) will be determined pursuant to the Auction Procedures and the length of Auction Period shall be the Auction Period will remain determined without reference to the sameproposed change. If the condition referred to in (A) is met, met but the condition referred to in (B) above is not met, the Auction Series Interest Rate applicable for the next Auction Period will shall be the lesser of the Auction Rate (which shall be the Maximum Auction Rate Rate) and the Net Contract Loan Rate, but in no event greater than 18.0017%, and the length Auction Period shall be the Auction Period determined without reference to the proposed change. (e) In connection with any Auction Period Adjustment, the Auction Agent will provide such further notice as is specified in Section 2.5 of the Auction Period will remain the same. The Issuing Entity, with the written consent Agent Agreement. (f) While any of the Rating Agencies then rating Notes are Outstanding, the Class A-2 Notes, Issuer may, from time to time, change the length of one or more Auction Periods pursuant to an Auction Period Conversion. In such case, the event Issuer, the Indenture Trustee and the Auction Agent shall comply with the provisions of a failed Section 2.03.1.9 of this Indenture for effecting such an Auction Period Conversion. If the conditions set forth in Section 2.03.1.9 are not met, the Auction Series Interest Rate for the Auction Period for with respect to which the proposed Auction Period Rate Conversion was to have been effective will shall be the lesser of the Auction Rate (which shall be the Maximum Auction Rate) and the Net Loan Rate, but in no event greater than 17%, and the length of Auction Period shall be the Auction Period commencing upon determined without reference to the failed Auction Period Adjustment will remain the sameproposed change.

Changes in Auction Period or Periods. The Issuing Entity may changeWhile any of the Series 200_-_ Notes are Outstanding, the Issuer may, from time to time, time convert the length of the one or more Auction Periods and designate an Auction Period of a different length than set forth in the definition of Interest Period (an "Auction Period Adjustment"), in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the Auction Period or and the interest rate Applicable Interest Rate borne by any series of the Series 200_-_ Notes. The Issuer shall not initiate an Auction Rate Securities (an "Period Adjustment unless it shall have received, not less than 10 days nor more than 20 days prior to the Auction Period Adjustment"). The Issuing Entity will not initiate such change in the length of the Auction Period unless it has received , the written consent of the Calculation applicable Market Agent, which consent may shall not be unreasonably withheld, not less than fifteen (15) days nor more than twenty (20) days prior to the effective date of an Auction Period Adjustment. The Issuing Entity will Issuer shall initiate an the Auction Period Adjustment by giving written notice by Issuer Order to the Indenture Trustee, the Auction Agent, the Calculation Agentapplicable Market Agent and the Securities Depository in substantially the form of, or containing substantially the Depository and each Rating Agency then rating the Auction Rate Securities subject information contained in, Exhibit E to such Auction Period Adjustment this _____ Supplement at least ten (10) days prior to the Rate Determination Auction Date for such Auction Period. No Auction Period Adjustment may result in an Auction Period of less than 7 nor more than 91 days, with respect to Auction Rate Securities with a Short Auction Period, or in an Auction Period that is more than three months shorter or longer than the Auction Period established upon the issuance or Auction Period Conversion of such Auction Rate Securities, with respect to Auction Rate Securities with a Long Auction Period. An Auction Period Adjustment will not be allowed unless Sufficient Clearing Bids existed or all Auction Rate Securities were subject to Submitted Hold Orders at both the Auction preceding the date on which the notice of the proposed change was given as described above and the Auction preceding the proposed change. An Auction Period Adjustment will shall take effect only (a) if (A) the Indenture Trustee and the Auction Agent receive, by 11:00 A.M.a.m., eastern New York City time, on the Business Day before the Rate Determination Auction Date for the first such Auction Period, a certificate from an Issuer Certificate in substantially the Issuing Entity form attached as, or containing substantially the same information contained in, Exhibit F to this _____ Supplement, authorizing an the Auction Period Adjustment specified in such certificate and along with written confirmation that the written consent of the Calculation Agent described aboveRating Agency Condition has been satisfied with respect to such Auction Period Adjustment, and (Bb) Sufficient Clearing Bids exist or all Auction Rate Securities were subject to Submitted Hold Orders at as of the Auction on the Rate Determination Auction Date for such first Auction Period. If the condition referred to in (Aa) above is not met, the Auction Applicable Interest Rate applicable for the next Auction Period will shall be determined pursuant to the Auction Procedures provisions of Sections 4 through 9 hereof and the length of the Auction Period will remain shall be the sameAuction Period determined without reference to the proposed change. If the condition referred to in (Aa) is met, met but the condition referred to in (Bb) above is not met, the Auction Applicable Interest Rate applicable for the next Auction Period will shall be the lesser of the Maximum Auction Rate and the Net Contract Rate, but and in no event greater than 18.00%either case the Auction Period shall be the Auction Period determined without reference to the proposed change. In connection with any Auction Period Adjustment, and the length Auction Agent shall provide such further notice to such parties as is specified in Section 2.5 of the Auction Period will remain the same. The Issuing Entity, with the written consent of the Rating Agencies then rating the Class A-2 Notes, may, from time to time, change the length of one or more Auction Periods pursuant to an Auction Period Conversion. In the event of a failed Auction Period Conversion, the Auction Rate for the Auction Period for which the proposed Auction Period Conversion was to have been effective will be the Maximum Auction Rate, and the length of the Auction Period commencing upon the failed Auction Period Adjustment will remain the sameAgent Agreement.

Changes in Auction Period or Periods. The Issuing Entity may change(a) While any of the Series 1997-1 Notes are Outstanding, the Issuer may, from time to time, convert the length of the one or more Auction Periods (an "Auction Period Adjustment"), in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the Auction Period or and the interest rate Class Interest Rate borne by the Auction Rate Securities (Series 1997-1 Notes. The Issuer shall not initiate an "Auction Period Adjustment"). The Issuing Entity will not initiate such change in Adjustment unless the length of the Auction Period unless it has Issuer shall have received the written consent of the Calculation AgentMarket Agent and the Surety Provider, which consent may consents shall not be unreasonably withheld, not less than fifteen (15) three days nor more than twenty (20) 20 days prior to the effective date of an Auction Period Adjustment. The Issuing Entity will Issuer shall initiate an the Auction Period Adjustment by giving written notice by Issuer Order to the Indenture Trustee, the Auction Agent, the Calculation Market Agent, the Surety Provider, the Rating Agencies and the Securities Depository and each Rating Agency then rating in substantially the Auction Rate Securities subject form of, or containing substantially the information contained in, Exhibit D to such Auction Period Adjustment this First Terms Supplement at least ten (10) 5 days prior to the Rate Determination Auction Date for such Auction Period. No . (b) Any such adjusted Auction Period Adjustment may result in an Auction Period of shall not be less than 7 days nor more than 91 days. If any such adjusted Auction Period will be less than the number of days in the then current Auction Period, the notice described above will be effective only if it is accompanied by a written statement of the Indenture Trustee, the Eligible Lender Trustee, the Auction Agent and the Securities Depository to the effect that they are capable of performing their duties, if any, under this First Terms Supplement, the Auction Agent Agreement and any Broker-Dealer Agreement with respect to Auction Rate Securities with a Short such changed Auction Period, or in an Auction Period that is more than three months shorter or longer than the Auction Period established upon the issuance or Auction Period Conversion of such Auction Rate Securities, with respect to Auction Rate Securities with a Long Auction Period. . (c) An Auction Period Adjustment will not be allowed unless Sufficient Clearing Bids existed or all Auction Rate Securities were subject to Submitted Hold Orders at both the Auction preceding the date on which the notice of the proposed change was given as described above and the Auction preceding the proposed change. An Auction Period Adjustment will shall take effect only if (A) the Indenture Trustee and the Auction Agent receive, by 11:00 A.M.a.m., eastern Eastern time, on the Business Day before the Rate Determination Auction Date for the first such Auction Period, a certificate from an Issuer Certificate in substantially the Issuing Entity form attached as, or containing substantially the same information contained in, Exhibit E to this First Terms Supplement, authorizing an the Auction Period Adjustment specified in such certificate along with a copy of the certificate of the Market Agent described above in subparagraph (a) above and, if applicable, the written statement of the Indenture Trustee, the Eligible Lender Trustee, the Auction Agent and the written consent of the Calculation Agent Securities Depository described above, in subparagraph (b) above and (B) Sufficient Clearing Bids exist or all Auction Rate Securities were subject to Submitted Hold Orders at as of the Auction on the Rate Determination Auction Date for such first Auction Period. If the condition referred to in (A) above is not met, the Auction Class Interest Rate for the applicable Class of Series 1997-1 Notes for the next Auction Period will shall be determined pursuant to the Auction Procedures above provisions of this Section 2.5 and the length of the Auction Period will remain shall be the sameAuction Period determined without reference to the proposed change. If the condition referred to in (A) is met, met but the condition referred to in (B) above is not met, the Auction Class Interest Rate for the applicable Class of Series 1997-1 Notes for the next Auction Period will shall be the lesser of the Maximum Auction Rate and the Net Contract Rate, but in no event greater than 18.00%, Loan Rate and the length Auction Period shall be the Auction Period determined without reference to the proposed change. In connection with any Auction Period Adjustment, the Auction Agent shall provide such further notice to such parties as is specified in Section 2.5 of the Auction Period will remain the same. The Issuing Entity, with the written consent of the Rating Agencies then rating the Class A-2 Notes, may, from time to time, change the length of one or more Auction Periods pursuant to an Auction Period Conversion. In the event of a failed Auction Period Conversion, the Auction Rate for the Auction Period for which the proposed Auction Period Conversion was to have been effective will be the Maximum Auction Rate, and the length of the Auction Period commencing upon the failed Auction Period Adjustment will remain the sameAgent Agreement.

Changes in Auction Period or Periods. The Issuing Entity may change(a) While any of the Series 1999-1 Senior Notes are Outstanding, the Corporation may, from time to time, convert the length of the one or more Auction Periods (an "Auction Period Adjustment"), in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the Auction Period or and the interest rate Series 1999-1 Senior Note Interest Rate borne by the Auction Rate Securities (Series 1999-1 Senior Notes. The Corporation shall not initiate an "Auction Period Adjustment"). The Issuing Entity will not initiate such change in the length of the Auction Period Adjustment unless it has shall have received the written consent of the Calculation Market Agent, which consent may shall not be unreasonably withheld, not less than fifteen three (153) days nor more than twenty (20) days prior to the effective date of an Auction Period Adjustment. The Issuing Entity will Corporation shall initiate an the Auction Period Adjustment by giving written notice by Corporation Order to the Indenture Trustee, the Auction Agent, the Calculation AgentMarket Agent and the Securities Depository in substantially the form of, or containing substantially the Depository and each Rating Agency then rating the Auction Rate Securities subject information contained in, Exhibit E to such Auction Period Adjustment this First Supplemental Indenture at least ten (10) days prior to the Rate Determination Auction Date for such Auction Period. No . (b) Any such adjusted Auction Period Adjustment may result in an Auction Period of shall not be less than 7 seven (7) days nor more than 91 ninety-one (91) days. If any such adjusted Auction Period will be less than twenty-eight (28) days, the notice described above will be effective only if it is accompanied by a written statement of the Trustee, the Auction Agent and the Securities Depository to the effect that they are capable of performing their duties, if any, under this First Supplemental Indenture, the Auction Agent Agreement and any Broker-Dealer Agreement with respect to Auction Rate Securities with a Short such changed Auction Period, or in an Auction Period that is more than three months shorter or longer than the Auction Period established upon the issuance or Auction Period Conversion of such Auction Rate Securities, with respect to Auction Rate Securities with a Long Auction Period. . (c) An Auction Period Adjustment will not be allowed unless Sufficient Clearing Bids existed or all Auction Rate Securities were subject to Submitted Hold Orders at both the Auction preceding the date on which the notice of the proposed change was given as described above and the Auction preceding the proposed change. An Auction Period Adjustment will shall take effect only if (A) if the Indenture Trustee and the Auction Agent receive, by 11:00 A.M.a.m., eastern New York City time, on the Business Day before the Rate Determination Auction Date for the first such Auction Period, a certificate from Corporation Certificate in substantially the Issuing Entity form attached as, or containing substantially the same information contained in, Exhibit F to this First Supplemental Indenture, authorizing an the Auction Period Adjustment specified in such certificate along with a copy of the certificate of the Market Agent described above in subparagraph (a) above and, if applicable, the written statement of the Trustee, the Auction Agent and the written consent of the Calculation Agent Securities Depository described in subparagraph (b) above, and (B) Sufficient Clearing Bids exist or all Auction Rate Securities were subject to Submitted Hold Orders at as of the Auction on the Rate Determination Auction Date for such first Auction Period. If the condition referred to in (A) above is not met, the Auction Series 1999-1 Senior Note Interest Rate applicable for the next Auction Period will shall be determined pursuant to the Auction Procedures provisions of Sections 4 through 9 hereof and the length of the Auction Period will remain shall be the sameAuction Period determined without reference to the proposed change. If the condition referred to in (A) is met, met but the condition referred to in (B) above is not met, the Series 1999-1 Senior Note Auction Rate applicable for the next Auction Period will shall be the lesser of the Maximum Auction Rate and the Net Contract Rate, but in no event greater than 18.00%, Loan Rate and the length Auction Period shall be the Auction Period determined without reference to the proposed change. In connection with any Auction Period Adjustment, the Auction Agent shall provide such further notice to such parties as is specified in Section 2.5 of the Auction Period will remain the same. The Issuing Entity, with the written consent of the Rating Agencies then rating the Class A-2 Notes, may, from time to time, change the length of one or more Auction Periods pursuant to an Auction Period Conversion. In the event of a failed Auction Period Conversion, the Auction Rate for the Auction Period for which the proposed Auction Period Conversion was to have been effective will be the Maximum Auction Rate, and the length of the Auction Period commencing upon the failed Auction Period Adjustment will remain the sameAgent Agreement.