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Exhibit A <br /> Broker-Dealer <br /> Agreement <br /> SETTLEMENT PROCEDURES <br /> Capitalized terms used herein shall have the meanings given such terms in the Indenture. <br /> (a) Not later than 3:00 p.m., New York City time, on each Auction Date, the Auction <br /> Agent shall notify by telephone each Broker-Dealer that participated in the Auction held on such <br /> Auction Date and submitted an Order on behalf of an Existing Holder or Potential Holder of: <br /> (i) the Auction Rate fixed for the next Auction Period; <br /> (ii) whether there were Sufficient Clearing Bids in such Auction; <br /> (iii) if such Broker-Dealer (a "Seller's Broker-Dealer") submitted a Bid or <br /> a Sell Order on behalf of an Existing Holder, whether such Bid or Sell Order was <br /> accepted or rejected, in whole or in part, and the principal amount of ARS, if <br /> any, to be sold by such Existing Holder; <br /> (iv) if such Broker-Dealer (a "Buyer's Broker-Dealer") submitted a Bid <br /> on behalf of a Potential Holder, whether such Bid was accepted or rejected, in <br /> whole or in part, and the principal amount of ARS, if any, to be purchased by <br /> such Potential Holder; <br /> (v) if the aggregate amount of ARS to be sold by all Existing Holders on <br /> whose behalf such Broker-Dealer submitted a Bid or a Sell Order exceeds the <br /> aggregate principal amount of ARS to be purchased by all Potential Holders on <br /> whose behalf such Broker-Dealer submitted a Bid, the name or names of one or <br /> more Buyer's Broker-Dealers (and the name of the Participant, if any, of each <br /> such Buyer's Broker-Dealer) acting for one or more purchasers of such excess <br /> principal amount of ARS and the principal amount of ARS to be purchased from <br /> one or more Existing Holders on whose behalf such Broker-Dealer acted by one <br /> or more Potential Holders on whose behalf each of such Buyer's Broker-Dealers <br /> acted; <br /> (vi) if the principal amount of ARS to be purchased by all Potential <br /> Holders on whose behalf such Broker-Dealer submitted a Bid exceeds the amount <br /> of ARS to be sold by all Existing Holders on whose behalf such Broker-Dealer <br /> submitted a Bid or a Sell Order, the name or names of one or more Seller's <br /> Broker-Dealers (and the name of the Participant, if any, of each such Seller's <br /> Broker-Dealer) acting for one or more sellers of such excess principal amount of <br /> ARS and the principal amount of ARS to be sold to one or more Potential <br /> Holders on whose behalf such Broker-Dealer acted by one or more Existing <br /> Holders on whose behalf each of such Seller's Broker-Dealers acted; and <br /> ra1-69760.2 A-1 <br />