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"Separated" shall mean Newly Fixed AIRS or Regular Fixed AIRS, the beneficial <br /> ownership of which has been separated into equal aggregate principal amounts of ARS and IRS <br /> and recorded as Regular ARS and Regular IRS under the Applicable CUSIP Numbers at the <br /> Securities Depository. <br /> "Settlement Procedures" shall mean the procedures that are set forth in Section 3 <br /> of the Auction and Settlement Procedures. <br /> "Tender Date" shall have the meaning specified in Section 4.1 hereof. <br /> "Tender Demand" shall have the meaning specified in Section 4.2 hereof. <br /> "Tender Notice" shall have the meaning specified in Section 4.3 hereof. <br /> "Tender Price" shall have the meaning specified in Section 4.1 hereof. <br /> 1.3. Rules of Construction. Unless the context or use indicates another or <br /> different meaning or intent, the following rules shall apply to the construction of this Agreement: <br /> (a) Words importing the singular number shall include the plural number and vice <br /> versa. <br /> (b) The captions and headings herein are solely for convenience of reference and <br /> shall not constitute a part of this Agreement nor shall they affect its meaning, construction or <br /> effect. <br /> (c) The words "hereof," "herein," "hereto," and other words of similar import <br /> refer to this Agreement as a whole. <br /> (d) All references herein to a particular time of day shall be to New York City <br /> time. <br /> (e) All references herein to ARS, IRS and AIRS shall be references to ARS, IRS <br /> and AIRS of each maturity. <br /> Section 2. The Auction. <br /> 2.1. Auction Procedures and Settlement Procedures. <br /> (a) The Indenture provides that the Applicable ARS Rate for each Auction Period <br /> after the first Auction Period, except as provided in Section 3(c) of Appendix A thereof, shall <br /> equal the sum of the Service Charge Rate and the rate per annum that the Auction Agent <br /> appointed by the Trustee advises results from implementation of the Auction and Settlement <br /> Procedures set forth herein. The Trustee, acting on behalf of the Beneficial Owners, has duly <br /> appointed the Bank of New York as Auction Agent for purposes of the Auction and Settlement <br /> Procedures and to perform such other obligations and duties as are herein set forth. The Bank of <br /> New York hereby accepts such appointment and agrees that it shall follow the procedures set <br /> IA1-69756.2 4 <br />