Common use of Compensation of the Broker-Dealers Clause in Contracts

Compensation of the Broker-Dealers. (a) With respect to each Series of the Auction Rate Notes, not later than 12:00 noon on each Monthly Expense Payment Date, the Issuer shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection Account, a fee (the "Broker-Dealer Fee") in cash equal to the product of (i) the Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is the number of days since the later of the Closing Date or the date the Broker-Dealer Fee was last paid and the denominator of which is 360, times (iii) the aggregate principal amount of Auction Rate Notes of such Series outstanding since the later of the Closing Date or the date the Broker-Dealer Fee was last paid. The Auction Agent shall advise the Issuer of the amount referred to in the preceding sentence not later than 4:00 p.m. at least two Business Days preceding such Monthly Expense Payment Date. The Auction Agent shall apply such monies as set forth in Section 2.5 of the Broker-Dealer Agreements. (b) After retaining an amount equal to the Auction Agent Fee as provided in Section 6.4 above, the Auction Agent shall pay the Broker-Dealer Fee as provided in Section 6.5(a) above solely out of amounts received by the Auction Agent pursuant to Appendix B to the Indenture. The Auction Agent shall advise the Issuer at least annually, at the request of an Authorized Issuer Officer, of the prevailing rate. The Broker-Dealer Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent or a Broker-Dealer, delivered to the Indenture Trustee and the Issuer. The initial Broker-Dealer Fee Rate shall be 0.25% per annum. If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction Agent shall notify the Indenture Trustee thereof as provided in Section 2.6

Compensation of the Broker-Dealers. (a) With respect to each Series series of the Auction Rate Series 2000-1 Notes, not later than 12:00 noon noon, New York City time, on each Monthly Expense Interest Payment DateDate with respect to each Interest Period immediately following an Auction Date relating to such series, the Issuer Issuer, pursuant to Section 5(b) of the Second Supplemental Indenture, shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection AccountAdministration Fund, a fee (the "Broker-Dealer Fee") an amount in cash equal to the product of (i) the Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is the number of days since from the later preceding Interest Payment Date (or from the Closing Date, in the case of the Closing first Interest Payment Date) to the current Interest Payment Date or (or, if such series of 2000-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date the Broker-Dealer Fee was last paid on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Auction Rate Series 2000-1 Notes of such Series series outstanding since at the later close of business on the date of original issuance of the Closing Series 2000-1 Notes (in the case of the initial Interest Payment Date) or at the close of business on the preceding Interest Payment Date or (in the date case of all succeeding Interest Payment Dates), as the case may be (the "Broker-Dealer Fee was last paidFee"). The Auction Agent shall advise the Issuer of the amount referred to in the preceding sentence not later than 4:00 p.m. p.m., New York City time, at least two Business Days preceding such Monthly Expense Interest Payment Date. The Auction Agent shall apply such monies as set forth in Section 2.5 of the Broker-Dealer Agreements. (b) After retaining an amount equal to the Auction Agent Fee as provided in Section 6.4 above, the Auction Agent shall pay the Broker-Broker- Dealer Fee as provided in Section 6.5(a) above solely out of amounts received by the Auction Agent pursuant to Appendix B to the Indenture. The Auction Agent shall advise the Issuer at least annually, at the request of an Authorized Issuer Officer, of the prevailing rate. The Broker-Dealer Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent or a Broker-Dealer, delivered to the Indenture Trustee and the Issuer. The initial Broker-Dealer Fee Rate shall be 0.25% per annum. If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction Agent shall notify the Indenture Trustee thereof as provided in Section 2.65(b)

Compensation of the Broker-Dealers. (a) With respect to each the Series of the Auction Rate 1999-1 Notes, not later than 12:00 noon noon, New York City time, on each Monthly Expense Interest Payment DateDate with respect to each Interest Period immediately following an Auction Date relating to such series, the Issuer Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection AccountAdministration Fund, a fee (the "Broker-Dealer Fee") an amount in cash equal to the product of (i) the Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is the number of days since the later of the Closing Date or the date the Broker-Dealer Fee was last paid in such Interest Period and the denominator of which is 360, times (iii) the aggregate principal amount of Auction Rate Series 1999-1 Notes of such Series series outstanding since on the later date of original issuance of the Closing Date Series 1999-1 Notes (in the case of the initial Interest Period) or at the date close of business on the first day of such Interest Period (in the case of all succeeding Interest Periods), as the case may be (the "Broker-Dealer Fee was last paidFee"). The Auction Agent shall advise the Issuer of the amount referred to in the preceding sentence not later than 4:00 p.m. p.m., New York City time, at least two Business Days preceding such Monthly Expense Interest Payment Date. The Auction Agent shall apply such monies as set forth in Section 2.5 of the Broker-Dealer Agreements. (b) After retaining an amount equal to the Auction Agent Fee as provided in Section 6.4 above, the Auction Agent shall pay the Broker-Dealer Fee as provided in Section 6.5(a) above solely out of amounts received by the Auction Agent pursuant to Appendix B to Section 5(b) of the First Supplemental Indenture. The Auction Agent shall advise the Issuer at least annually, at the request of an Authorized Issuer Officer, of the prevailing rate. The Broker-Dealer Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent or a Xxxxxxx Xxxxx Barney Inc., as the initial Broker-Dealer, delivered to the Indenture Trustee and the Issuer. The initial Broker-Dealer Fee Rate shall be 0.25___% per annum. If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction Agent Trustee shall notify the Indenture Trustee thereof as provided in Section 2.6Auction Agent

Compensation of the Broker-Dealers. (a) With respect On the first Note Distribution Date for all Classes of Notes issued by the Issuer occurring in each month (or if in any such month a Certificate Distribution Date occurs prior to each Series of such first Note Distribution Date, on such Certificate Distribution Date), commencing January 1998, the Auction Rate Notes, not later than 12:00 noon on Agent shall pay each Monthly Expense Payment Date, applicable Broker-Dealer the Issuer shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection Account, a fee (the "Broker-Dealer Fee") in cash equal required to the product of (i) the be paid to each such Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is the number of days since the later of the Closing Date or the date the Broker-Dealer Fee was last paid and the denominator of which is 360, times (iii) the aggregate principal amount of Auction Rate Notes of such Series outstanding since the later of the Closing Date or the date the Broker-Dealer Fee was last paid. The Auction Agent shall advise the Issuer of the amount referred pursuant to in the preceding sentence not later than 4:00 p.m. at least two Business Days preceding such Monthly Expense Payment Date. The Auction Agent shall apply such monies as set forth in Section 2.5 of the Broker-Dealer AgreementsAgreement. (b) After retaining an amount equal to the Auction Agent Fee as provided in Section 6.4 above, the Auction Agent shall pay the Broker-Dealer Fee as provided in Section 6.5(a) above solely out of amounts received by the Auction Agent pursuant to Section 2.5.2(b) of the Second Terms Supplement and 2.2.2(b) of Appendix B to the Indenture. The Auction Agent shall advise the Issuer at least annually, at the request of an Authorized Issuer Officer, of the prevailing rateTrust Agreement. The Broker-Dealer Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent or a Smith Barney Inc., as sole Initial Broker-Dealer, delivered to the Indenture xxx Xxxxxxxre Trustee and the Issuer. The initial Broker-Dealer Fee Rate shall be 0.25.25% per annum. If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction Agent Indenture Trustee shall notify the Indenture Trustee thereof as provided Auction Agent thereof. Any changes in Section 2.6the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change; provided, however, that such Broker-Dealer Fee Rate will not be increased without the Surety Provider's prior written consent.

Compensation of the Broker-Dealers. (a) With respect to each Series series of the Tax Exempt Auction Rate Series 1997-1 Notes, not later than 12:00 noon noon, New York City time, on each Monthly Expense Interest Payment DateDate relating to such series, the Issuer Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection AccountAdministration Fund, a fee (the "Broker-Dealer Fee") an amount in cash equal to the product of (i) the Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is the number of days since from the later preceding Interest Payment Date (or from the Closing Date, in the case of the Closing first Interest Payment Date) to the current Interest Payment Date or (or, if such series of Tax Exempt Auction Rate Series 1997-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date the Broker-Dealer Fee was last paid on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate average principal amount of Tax Exempt Auction Rate Series 1997-1 Notes of such Series series outstanding since during the later period between such preceding Interest Payment Date (or the Closing Date, in the case of the Closing first Interest Payment Date) and the current Interest Payment Date or (or, if such series of Tax Exempt Auction Rate Series 1997-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) (the "Broker-Dealer Fee was last paidFee"). The Auction Agent shall advise the Issuer of the amount referred to in the preceding sentence not later than 4:00 p.m. p.m., New York City time, at least two Business Days preceding such Monthly Expense Interest Payment Date. The Auction Agent shall apply such monies as set forth in Section 2.5 of the Broker-Dealer Agreements. (b) After retaining an amount equal to the Auction Agent Fee as provided in Section 6.4 above, the Auction Agent shall pay the Broker-Broker- Dealer Fee as provided in Section 6.5(a) above solely out of amounts received by the Auction Agent pursuant to Appendix B to Section 5(b) of the First Supplemental Indenture. The Auction Agent shall advise the Issuer at least annually, at the request of an Authorized Issuer Officer, of the prevailing rate. The Broker-Dealer Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent or a Xxxxx Xxxxxx Inc., as the initial Broker-Dealer, delivered to the Indenture Trustee and the Issuer. The initial Broker-Dealer Fee Rate shall be 0.25.25% per annum. If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction Agent Trustee shall notify the Indenture Trustee thereof as provided Auction Agent thereof. Any changes in Section 2.6the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.

Compensation of the Broker-Dealers. (a) With respect to each Series series of the Auction Rate Series 2004-C/D Notes, not later than 12:00 noon noon, New York City time, on each Monthly Expense Interest Payment Date relating to such series, with respect to the Interest Period commencing on such Interest Payment Date, the Issuer Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection AccountAdministration Fund, a fee (the "Broker-Dealer Fee") an amount in cash equal to the product of (i) the Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is the number of days since the later of the Closing Date or the date the Broker-Dealer Fee was last paid in such Interest Period and the denominator of which is 360, times (iii) the aggregate principal amount of Auction Rate Series 2004-C/D Notes of such Series series that will be outstanding since at the later close of business on such Interest Payment Date (the Closing Date or the date the “Broker-Dealer Fee was last paidFee”). The Auction Agent shall advise the Issuer of the amount referred to in the preceding sentence not later than 4:00 p.m. p.m., New York City time, at least two Business Days preceding such Monthly Expense Interest Payment Date. The Auction Agent shall apply such monies as set forth in Section 2.5 of the Broker-Dealer Agreements. (b) After retaining an amount equal to the Auction Agent Fee as provided in Section 6.4 above, the Auction Agent shall pay the Broker-Dealer Fee as provided in Section 6.5(a) above solely out of amounts received by the Auction Agent pursuant to Appendix B to Section 5(b) of the First Supplemental Indenture. The Auction Agent shall advise the Issuer at least annually, at the request of an Authorized Issuer Officer, of the prevailing rate. The Broker-Dealer Fee Rate with respect to each series of the Series 2004-C/D Notes may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent or a RBC Xxxx Xxxxxxxx Inc., as the initial Broker-DealerDealer with respect to the Series 2004-C/D Notes, delivered to the Indenture Trustee and the Issuer. The initial Broker-Dealer Fee Rate for all Series 2004-C/D Notes shall be 0.25.25% per annum. If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction Agent Trustee shall notify the Indenture Trustee thereof as provided Auction Agent thereof. Any changes in Section 2.6the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.

Compensation of the Broker-Dealers. (a) With respect to each Series series of the Auction Rate Series 2004-1 Notes, not later than 12:00 noon noon, New York City time, on each Monthly Expense Interest Payment Date relating to such series, with respect to the Interest Period commencing on such Interest Payment Date, the Issuer Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection AccountAdministration Fund, a fee (the "Broker-Dealer Fee") an amount in cash equal to the product of (i) the Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is the number of days since the later of the Closing Date or the date the Broker-Dealer Fee was last paid in such Interest Period and the denominator of which is 360, times (iii) the aggregate principal amount of Auction Rate Series 2004-1 Notes of such Series series that will be outstanding since at the later close of business on such Interest Payment Date (the Closing Date or the date the "Broker-Dealer Fee was last paidFee"). The Auction Agent shall advise the Issuer of the amount referred to in the preceding sentence not later than 4:00 p.m. p.m., New York City time, at least two Business Days preceding such Monthly Expense Interest Payment Date. The Auction Agent shall apply such monies as set forth in Section 2.5 of the Broker-Dealer Agreements. (b) After retaining an amount equal to the Auction Agent Fee as provided in Section 6.4 above, the Auction Agent shall pay the Broker-Dealer Fee as provided in Section 6.5(a) above solely out of amounts received by the Auction Agent pursuant to Appendix B to Section 5(b) of the First Supplemental Indenture. The Auction Agent shall advise the Issuer at least annually, at the request of an Authorized Issuer Officer, of the prevailing rate. The Broker-Dealer Fee Rate with respect to each series of the Series 2004-1 Notes may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent or a RBC Xxxx Xxxxxxxx Inc., as the initial Broker-DealerDealer with respect to the Series 2004-1 Notes, delivered to the Indenture Trustee and the Issuer. The initial Broker-Dealer Fee Rate for all Series 2004-1 Notes shall be 0.25.25% per annum. If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction Agent Trustee shall notify the Indenture Trustee thereof as provided Auction Agent thereof. Any changes in Section 2.6the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.

Compensation of the Broker-Dealers. (a) With respect to each Series series of the Taxable Auction Rate Series 1997-1 Notes, not later than 12:00 noon noon, New York City time, on each Monthly Expense Interest Payment DateDate relating to such series, the Issuer Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection AccountAdministration Fund, a fee (the "Broker-Dealer Fee") an amount in cash equal to the product of (i) the Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is the number of days since from the later preceding Interest Payment Date (or from the Closing Date, in the case of the Closing first Interest Payment Date) to the current Interest Payment Date or (or, if such series of Taxable Auction Rate Series 1997-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date the Broker-Dealer Fee was last paid on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Taxable Auction Rate Series 1997-1 Notes of such Series series outstanding since at the later close of business on the date of original issuance of the Closing Taxable Auction Rate Series 1997-1 Notes (in the case of the initial Interest Payment Date) or at the close of business on the preceding Interest Payment Date or (in the date case of all succeeding Interest Payment Dates), as the case may be (the "Broker-Dealer Fee was last paidFee"). The Auction Agent shall advise the Issuer of the amount referred to in the preceding sentence not later than 4:00 p.m. p.m., New York City time, at least two Business Days preceding such Monthly Expense Interest Payment Date. The Auction Agent shall apply such monies as set forth in Section 2.5 of the Broker-Dealer Agreements. (b) After retaining an amount equal to the Auction Agent Fee as provided in Section 6.4 above, the Auction Agent shall pay the Broker-Broker- Dealer Fee as provided in Section 6.5(a) above solely out of amounts received by the Auction Agent pursuant to Appendix B to Section 5(b) of the First Supplemental Indenture. The Auction Agent shall advise the Issuer at least annually, at the request of an Authorized Issuer Officer, of the prevailing rate. The Broker-Dealer Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent or a Xxxxx Xxxxxx Inc., as the initial Broker-Dealer, delivered to the Indenture Trustee and the Issuer. The initial Broker-Dealer Fee Rate shall be 0.25% ._______% per annum. If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction Agent Trustee shall notify the Indenture Trustee thereof as provided Auction Agent thereof. Any changes in Section 2.6the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.

Compensation of the Broker-Dealers. (a) With respect On the first Note Distribution Date for all Classes of Notes issued by the Issuer occurring in each month (or if in any such month a Certificate Distribution Date occurs prior to each Series of such first Note Distribution Date, on such Certificate Distribution Date), commencing April 1998, the Auction Rate Notes, not later than 12:00 noon on Agent shall pay each Monthly Expense Payment Date, applicable Broker-Dealer the Issuer shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection Account, a fee (the "Broker-Dealer Fee") in cash equal required to the product of (i) the be paid to each such Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is the number of days since the later of the Closing Date or the date the Broker-Dealer Fee was last paid and the denominator of which is 360, times (iii) the aggregate principal amount of Auction Rate Notes of such Series outstanding since the later of the Closing Date or the date the Broker-Dealer Fee was last paid. The Auction Agent shall advise the Issuer of the amount referred pursuant to in the preceding sentence not later than 4:00 p.m. at least two Business Days preceding such Monthly Expense Payment Date. The Auction Agent shall apply such monies as set forth in Section 2.5 of the Broker-Dealer AgreementsAgreement. (b) After retaining an amount equal to the Auction Agent Fee as provided in Section 6.4 above, the Auction Agent shall pay the Broker-Dealer Fee as provided in Section 6.5(a) above solely out of amounts received by the Auction Agent pursuant to Section 2.5.2(b) of the Third Terms Supplement and 2.2.2(b) of Appendix B to the Indenture. The Auction Agent shall advise the Issuer at least annually, at the request of an Authorized Issuer Officer, of the prevailing rateTrust Agreement. The Broker-Dealer Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent or a Smith Barney Inc., as sole Initial Broker-Dealer, delivered to the Indenture Trustee Inxxxxxxx Xxxxtee and the Issuer. The initial Broker-Dealer Fee Rate shall be 0.25.25% per annum. If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction Agent Indenture Trustee shall notify the Indenture Trustee thereof as provided Auction Agent thereof. Any changes in Section 2.6the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change; provided, however, that such Broker-Dealer Fee Rate will not be increased without the Surety Provider's prior written consent.

Compensation of the Broker-Dealers. (a) With respect to each Series series of the Auction Rate Series 2001-1 Notes, not later than 12:00 noon noon, New York City time, on each Monthly Expense Interest Payment DateDate with respect to each Interest Period immediately following an Auction Date relating to such series, the Issuer Issuer, pursuant to Section 5(b) of the Third Supplemental Indenture, shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection AccountAdministration Fund, a fee (the "Broker-Dealer Fee") an amount in cash equal to the product of (i) the Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is the number of days since from the later preceding Interest Payment Date (or from the Closing Date, in the case of the Closing first Interest Payment Date) to the current Interest Payment Date or (or, if such series of Series 2001-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date the Broker-Dealer Fee was last paid on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Auction Rate Series 2001-1 Notes of such Series series outstanding since at the later close of business on the date of original issuance of the Closing Series 2001-1 Notes (in the case of the initial Interest Payment Date) or at the close of business on the preceding Interest Payment Date or (in the date case of all succeeding Interest Payment Dates), as the case may be (the "Broker-Dealer Fee was last paidFee"). The Auction Agent shall advise the Issuer of the amount referred to in the preceding sentence not later than 4:00 p.m. p.m., New York City time, at least two Business Days preceding such Monthly Expense Interest Payment Date. The Auction Agent shall apply such monies as set forth in Section 2.5 of the Broker-Dealer Agreements. (b) After retaining an amount equal to the Auction Agent Fee as provided in Section 6.4 above, the Auction Agent shall pay the Broker-Dealer Fee as provided in Section 6.5(a) above solely out of amounts received by the Auction Agent pursuant to Appendix B to the Indenture. The Auction Agent shall advise the Issuer at least annually, at the request of an Authorized Issuer Officer, of the prevailing rate. The Broker-Dealer Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent or a Broker-Dealer, delivered to the Indenture Trustee and the Issuer. The initial Broker-Dealer Fee Rate shall be 0.25% per annum. If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction Agent shall notify the Indenture Trustee thereof as provided in Section 2.65(b)

Compensation of the Broker-Dealers. (a) With respect to each Series series of the Taxable Auction Rate Series 1997-1 Notes, not later than 12:00 noon noon, New York City time, on each Monthly Expense Interest Payment DateDate relating to such series, the Issuer Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection AccountAdministration Fund, a fee (the "Broker-Dealer Fee") an amount in cash equal to the product of (i) the Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is the number of days since from the later preceding Interest Payment Date (or from the Closing Date, in the case of the Closing first Interest Payment Date) to the current Interest Payment Date or (or, if such series of Taxable Auction Rate Series 1997-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date the Broker-Dealer Fee was last paid on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate principal amount of Taxable Auction Rate Series 1997-1 Notes of such Series series outstanding since at the later close of business on the date of original issuance of the Closing Taxable Auction Rate Series 1997-1 Notes (in the case of the initial Interest Payment Date) or at the close of business on the preceding Interest Payment Date or (in the date case of all succeeding Interest Payment Dates), as the case may be (the "Broker-Dealer Fee was last paidFee"). The Auction Agent shall advise the Issuer of the amount referred to in the preceding sentence not later than 4:00 p.m. p.m., New York City time, at least two Business Days preceding such Monthly Expense Interest Payment Date. The Auction Agent shall apply such monies as set forth in Section 2.5 of the Broker-Dealer Agreements. (b) After retaining an amount equal to the Auction Agent Fee as provided in Section 6.4 above, the Auction Agent shall pay the Broker-Broker- Dealer Fee as provided in Section 6.5(a) above solely out of amounts received by the Auction Agent pursuant to Appendix B to Section 5(b) of the First Supplemental Indenture. The Auction Agent shall advise the Issuer at least annually, at the request of an Authorized Issuer Officer, of the prevailing rate. The Broker-Dealer Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent or a Xxxxx Xxxxxx Inc., as the initial Broker-Dealer, delivered to the Indenture Trustee and the Issuer. The initial Broker-Dealer Fee Rate shall be 0.25.25% per annum. If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction Agent Trustee shall notify the Indenture Trustee thereof as provided Auction Agent thereof. Any changes in Section 2.6the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.

Compensation of the Broker-Dealers. (a) With respect to each Series series of the Tax Exempt Auction Rate Series 1997-1 Notes, not later than 12:00 noon noon, New York City time, on each Monthly Expense Interest Payment DateDate relating to such series, the Issuer Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection AccountAdministration Fund, a fee (the "Broker-Dealer Fee") an amount in cash equal to the product of (i) the Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is the number of days since from the later preceding Interest Payment Date (or from the Closing Date, in the case of the Closing first Interest Payment Date) to the current Interest Payment Date or (or, if such series of Tax Exempt Auction Rate Series 1997-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date the Broker-Dealer Fee was last paid on which such series ceased to be outstanding) and the denominator of which is 360, times (iii) the aggregate average principal amount of Tax Exempt Auction Rate Series 1997-1 Notes of such Series series outstanding since during the later period between such preceding Interest Payment Date (or the Closing Date, in the case of the Closing first Interest Payment Date) and the current Interest Payment Date or (or, if such series of Tax Exempt Auction Rate Series 1997-1 Notes ceased to be outstanding prior to such current Interest Payment Date, the date on which such series ceased to be outstanding) (the "Broker-Dealer Fee was last paidFee"). The Auction Agent shall advise the Issuer of the amount referred to in the preceding sentence not later than 4:00 p.m. p.m., New York City time, at least two Business Days preceding such Monthly Expense Interest Payment Date. The Auction Agent shall apply such monies as set forth in Section 2.5 of the Broker-Dealer Agreements. (b) After retaining an amount equal to the Auction Agent Fee as provided in Section 6.4 above, the Auction Agent shall pay the Broker-Broker- Dealer Fee as provided in Section 6.5(a) above solely out of amounts received by the Auction Agent pursuant to Appendix B to Section 5(b) of the First Supplemental Indenture. The Auction Agent shall advise the Issuer at least annually, at the request of an Authorized Issuer Officer, of the prevailing rate. The Broker-Dealer Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent or a Xxxxx Xxxxxx Inc., as the initial Broker-Dealer, delivered to the Indenture Trustee and the Issuer. The initial Broker-Dealer Fee Rate shall be 0.25% ._______% per annum. If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction Agent Trustee shall notify the Indenture Trustee thereof as provided Auction Agent thereof. Any changes in Section 2.6the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.

Compensation of the Broker-Dealers. (a) With respect to each Series of the Auction Rate Notes, not later than 12:00 noon on each Monthly Expense Payment Date, the Issuer shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection Account, a fee (the "Broker-Dealer Fee") in cash equal to the product of (i) the Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is the number of days since the later of the Closing Date or the date the Broker-Dealer Fee was last paid and the denominator of which is 360, times (iii) the aggregate principal amount of Auction Rate Notes of such Series outstanding since the later of the Closing Date or the date the Broker-Dealer Fee was last paid. The Auction Agent shall advise the Issuer of the amount referred to in the preceding sentence not later than 4:00 p.m. at least two Business Days preceding such Monthly Expense Payment Date. The Auction Agent shall apply such monies as set forth in Section 2.5 of the Broker-Dealer Agreements. (b) After retaining an amount equal to the Auction Agent Fee as provided in Section 6.4 above, the Auction Agent shall pay the Broker-Dealer Fee as provided in Section 6.5(a) above solely out of amounts received by the Auction Agent pursuant to Appendix B to the Indenture. The Auction Agent shall advise the Issuer at least annually, at the request of an Authorized Issuer Officer, of the prevailing rate. The Broker-Dealer Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent or a Broker-Dealer, delivered to the Indenture Trustee and the Issuer. The initial Broker-Dealer Fee Rate shall be 0.25___% per annum. If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction Agent shall notify the Indenture Trustee thereof as provided in Section 2.62.6 14 of 17

Compensation of the Broker-Dealers. (a) With respect to each Series of the Auction Rate Notes, not later than 12:00 noon on each Monthly Expense Payment DateDate following the Interest Period relating to such Series of Notes, when such Interest Period is shorter than six months, or on the last Business Day of each calendar quarter, when the Interest Period relating to such Series of Notes is six months or longer, the Issuer Issuer, pursuant to the Fourth Supplement, shall direct the Indenture Trustee pay to the Auction Agent, pursuant to the Indenture and solely from moneys available therefor in the Distribution Account or Collection AccountRevenue Fund, a fee (the "Broker-Dealer Fee") in cash equal to the product of (i) the Broker-Dealer Fee Rate times (ii) a fraction, the numerator of which is the number of days since the later of the Closing Date or the date the Broker-Dealer Fee was last paid and the denominator of which is 360, times (iii) the aggregate principal amount of Auction Rate Notes of such Series outstanding since the later of the Closing Date or the date the Broker-Dealer Fee was last paid. The Auction Agent shall advise the Issuer of the amount referred to in the preceding sentence not later than 4:00 p.m. at least two Business Days preceding such Monthly Expense Payment Date. The Auction Agent shall apply such monies as set forth in Section 2.5 of the Broker-Dealer Agreements. (b) After retaining an amount equal to the Auction Agent Fee as provided in Section 6.4 above, the Auction Agent shall pay the Broker-Dealer Fee as provided in Section 6.5(a) above solely out of amounts received by the Auction Agent pursuant to Appendix B A to the IndentureFourth Supplement. The Auction Agent shall advise the Issuer at least annually, at the request of an Authorized Issuer Officer, of the prevailing rate. The Broker-Dealer Fee Rate may be adjusted from time to time with the approval of an Authorized Issuer Officer upon a written request of the Auction Agent or a Broker-Dealer, delivered to the Indenture Trustee and the Issuer. The initial Broker-Dealer Fee Rate shall be 0.25% per annum. If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction Agent shall notify the Indenture Trustee thereof as provided in Section 2.6in