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Exhibit C Auction Agent Agreement AUCTION AND SETTLEMENT PROCEDURES Section 1. Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Indenture. "Available ARS" has the meaning set forth in Section 2(c)(i)(A) hereof. "Bid"has the meaning set forth in Section 2(a)(i) hereof. "Bidder" has the meaning set forth in Section 2(a)(i) hereof. "Buyer's Broker-Dealer" has the meaning set forth in Section 3(a) hereof. "Hold Order"has the meaning set forth in Section 2(a)(i) hereof. "Order" has the meaning set forth in Section 2(a)(i) hereof. "Sell Order"has the meaning set forth in Section 2(a)(i) hereof. "Seller's Broker Dealer" has the meaning set forth in Section 3(a) hereof. "Submitted Bid" has the meaning set forth in Section 2(c)(i) hereof. "Submitted Hold Order"has the meaning set forth in Section 2(c)(i) hereof. "Submitted Order"has the meaning set forth in Section 2(c)(i) hereof. "Submitted Sell Order" has the meaning set forth in Section 2(c)(i) hereof. "Sufficient Clearing Bids" has the meaning set forth in Section 2(c)(i) hereof. "Winning Bid Rate" has the meaning set forth in Section 2(c)(i) hereof. Section 2. Auction Procedures. So long as the ownership of the ARS is maintained in book-entry form by the Securities Depository, an Existing Holder may sell, transfer or otherwise dispose of ARS that are not Fixed only pursuant to a Bid or Sell Order placed in an Auction or through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Holder, its Broker-Dealer or its Participant advises the Auction Agent of such transfer. Subject to the provisions of the Indenture, Auctions shall be conducted on each Auction Date, if there is an Auction Agent on such Auction Date, in the following manner: LA1-6975e.2 C-1