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(b) On the first day of each Auction Period commencing after (i) the occurrence of a Payment Default or (ii) ownership of the ARS and IRS is no longer maintained in book-entry form by the Securities Depository to and including the Auction Period, if any, during which such Payment Default is cured in accordance with the Indenture, or ownership of the ARS and IRS becomes maintained in book-entry form by a Securities Depository, as the case may be, the Market Agent shall determine the Index. Not later than 9:00 a.m., New York City time, on such day, the Market Agent shall notify the Trustee by telephone of the Index so determined. (c) Notice delivered in writing pursuant to this Section 3 shall be substantially in the form of Exhibit A hereto. Section 4. Changes in Percentages Used to Determine the Maximum Rate, the Minimum Rate and the Non-Payment Rate. The Market Agent agrees that it will comply with the provisions set forth in Section 6 of Appendix A of the Indenture with respect to its duties as Market Agent in connection with adjusting the percentage used in determining the Minimum Rate, the Applicable Percentage used in determining the Maximum Rate and the percentage of the Index used in determining the Non-Payment Rate, including the preparation and delivery of such notices at the times and containing such information as referred to therein. Any notices delivered in writing pursuant to this Section 4 shall be substantially in the form of Exhibit C or Exhibit D, as the case may be, hereto. Section 5. Changes in Statutory Corporate Tax Rate. (a) The Market Agent agrees that it will notify the Trustee and the Auction Agent in writing in the event of a change in the Statutory Corporate Tax Rate. (b) Notices delivered pursuant to this Section 5 shall be substantially in the form of Exhibit B hereto. Section 6. Other Duties. The Market Agent agrees to perform such other duties in accordance with the Indenture as are set forth therein. Section 7. Fees. The Market Agent agrees that initially it will receive no fees for its services as Market Agent under this Agreement. Section 8. Rights and Liabilities of the Market Agent. (a) The Market Agent shall incur no liability for, or in respect of, any action taken or omitted to be taken, or suffered by it in reliance upon the Indenture, any ARS or IRS, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, order or other instrument, paper, document or communication reasonably believed by it in good faith to be genuine and on which it reasonably believed it is entitled to reply. Any order, certificate, affidavit, instruction, notice, request, direction, statement or other comment from the Trustee or LA1-69758.1 2