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Exhibit D <br /> Auction Agent <br /> Agreement <br /> PURCHASER'S LETTER <br /> To: The Auction Agent <br /> A Broker-Dealer <br /> A Participant <br /> Other Persons <br /> 1. This letter is designed to apply to auctions for publicly or privately offered debt or <br /> equity securities ("Securities") of any issuer ("Issuer") which are described in any fmal <br /> prospectus or other offering materials relating to such Securities as the same may be amended or <br /> supplemented (collectively, with respect to the particular Securities concerned, the "Prospectus"), <br /> and which involve periodic rate settings through auctions ("Auctions"). This letter shall be for the <br /> benefit of any Issuer and of any trust company or auction agent (collectively, "trust company"), <br /> broker-dealer, agent member, securities depository or other interested person in connection with <br /> any Securities and related Auctions (it being understood that such persons may be required to <br /> execute specified agreements and nothing herein shall alter such requirements). The terminology <br /> used herein is intended to be general in its application and not to exclude any Securities in respect <br /> of which (in the Prospectus or otherwise) alternative terminology is used. <br /> 2. We may from time to time offer to purchase, purchase, offer to sell and/or sell <br /> Securities of any Issuer as described in the Prospectus relating thereto. We agree that this letter <br /> shall apply to all such purchases, sales and offers and to Securities owned by us. We understand <br /> that the interest rate on Securities may be based from time to time on the results of Auctions as <br /> set forth in the Prospectus. <br /> 3. We agree that any bid or sell order placed by us shall constitute an irrevocable <br /> offer by us to purchase or sell the Securities subject to such bid or sell order, or such lesser <br /> amount of Securities as we shall be required to sell or purchase as a result of such Auction, at <br /> the applicable price, all as set forth in the Prospectus, and that if we fail to place a bid or sell <br /> order with respect to Securities owned by us with a broker-dealer on any auction date, or a <br /> broker-dealer to which we communicate a bid or sell order fails to submit such bid or sell order <br /> to the trust company concerned, we shall be deemed to have placed a hold order with respect to <br /> such Securities as described in the Prospectus. We authorize any broker-dealer that submits a bid <br /> or sell order as our agent in Auctions to execute contracts for the sale of Securities covered by <br /> such bid or sell order. We recognize that the payment by such broker-dealer for Securities <br /> purchased on our behalf shall not relieve us of any liability to such broker-dealer for payment for <br /> such Securities. <br /> 4. We agree that, during the applicable period as described in the Prospectus, <br /> dispositions of Securities can be made only in the denominations set forth in the Prospectus and <br /> we will sell, transfer or otherwise dispose of any Securities held by us from time to time only <br /> pursuant to a bid or sell order placed in an Auction, to or through a broker-dealer or, when <br /> LAI-69756.2 D-1 <br />