Common use of Deutsche Bank Trust Clause in Contracts

Deutsche Bank Trust. Company Americas is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Indenture Trustee and the Issuer will, and the Indenture Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Deutsche Bank Trust Company Americas, as the Initial Auction Agent. Any Substitute Auction Agent shall be (A) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Indenture Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (B) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A by giving at least 90 days' notice to the Indenture Trustee, each Broker-Dealer and the Issuer. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer or by the holders of a majority of the aggregate principal amount of the Auction Rate Notes then Outstanding, and if by such Noteholders, by an instrument signed by such Noteholders or their attorneys and filed with the Auction Agent, the Issuer and the Indenture Trustee upon at least 90 days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the Issuer, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 days after notifying the Indenture Trustee, each Broker-Dealer and the Issuer in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Deutsche Bank Trust. Company Americas is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Corporation in connection with Auctions. The Indenture Trustee and the Issuer Corporation will, and the Indenture Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Deutsche Bank Trust Company Americas, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Indenture Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A First Supplemental Indenture by giving at least 90 ninety (90) days' notice to the Indenture Trustee, each Broker-Dealer the Market Agent and the IssuerCorporation. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer of the Corporation or by the holders Holders of a majority 66-2/3% of the aggregate principal amount of the Auction Rate Series 2004-1 Senior Notes then Outstanding (or, if no Series 2004-1 Senior Notes are then Outstanding, the Holders of 66-2/3% of the aggregate principal amount of the Series 2004-B1 Notes then Outstanding), and and, if by such NoteholdersHolders, by an instrument signed by such Noteholders Holders or their attorneys and filed with the Auction Agent, the Issuer Corporation and the Indenture Trustee upon at least 90 ninety (90) days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective unless and until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. However, if a successor Auction Agent shall not have been appointed within sixty (60) days from the date of a notice of resignation, the resigning Auction Agent may petition any court of competent jurisdiction for the appointment of a successor Auction Agent. If required by the IssuerCorporation, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 twenty-five (25) days after notifying the Indenture Trustee, each Broker-Dealer the Market Agent and the Issuer Corporation in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.

Deutsche Bank Trust. Company Americas is hereby appointed as Initial Auction Agent to serve as agent for the Issuer Corporation in connection with Auctions. The Indenture Trustee and the Issuer Corporation will, and the Indenture Trustee is hereby directed to, enter into the Initial Auction Agent Agreement with Deutsche Bank Trust Company Americas, as the Initial Auction Agent. Any Substitute Auction Agent shall be (Ai) a bank, national banking association or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Indenture Trustee in writing and having a combined capital stock or surplus of at least $50,000,000, or (Bii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $50,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Appendix A Fourth Supplemental Indenture by giving at least 90 ninety (90) days' notice to the Indenture Trustee, each Broker-Dealer the Market Agent and the IssuerCorporation. The Auction Agent may be removed at any time by the Indenture Trustee upon the written direction of an Authorized Officer of the Corporation or by the holders Holders of a majority 66-2/3% of the aggregate principal amount of the Auction Rate Series 2002-1 Senior Notes then Outstanding (or, if no Series 2002-1 Senior Notes are then Outstanding, the Holders of 66-2/3% of the aggregate principal amount of the Series 2002-1C Notes then Outstanding), and and, if by such NoteholdersHolders, by an instrument signed by such Noteholders Holders or their attorneys and filed with the Auction Agent, the Issuer Corporation and the Indenture Trustee upon at least 90 ninety (90) days' written notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective unless and until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. However, if a successor Auction Agent shall not have been appointed within sixty (60) days from the date of a notice of resignation, the resigning Auction Agent may petition any court of competent jurisdiction for the appointment of a successor Auction Agent. If required by the IssuerCorporation, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 25 twenty-five (25) days after notifying the Indenture Trustee, each Broker-Dealer the Market Agent and the Issuer Corporation in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment.