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forth in this Section and the Auction and Settlement Procedures for the purpose of, among other things, determining the Applicable ARS Rate for each Auction Period after the first Auction Period. Each periodic operation of such procedures is hereinafter referred to as an "Auction". (b) All of the provisions contained in the Auction and the Settlement Procedures set forth in Appendix C hereto are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth herein. 2.2. Preparation of Each Auction. (a) (i) The Auction Agent shall maintain a current registry of persons, compiled as described below, that beneficially own ARS that are not Fixed (such registry being herein called the "Existing Holder Registry"). Such persons shall constitute the Existing Holders for purposes of each Auction. The Auction Agent shall indicate in the Existing Holder Registry the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker-Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing the ARS. Smith Barney Shearson Inc., initially as the sole Broker-Dealer, shall provide or cause to be provided to the Auction Agent on the Closing Date a list of the initial Existing Holders of ARS. The Auction Agent may rely upon, as evidence of the identities of the Existing Holders, (A) such list, (B) the results of each Auction and (C) notices from any Broker-Dealer of such Existing Holder, Participant of such Existing Holder or the Existing Holder as described in the first sentence of Section 2.2(a)(iii) hereof, and notices from any Broker-Dealers as described in Section 4 hereof. The Auction Agent shall only be required to enter into a Broker-Dealer Agreement with any Broker-Dealer at least seven (7) days prior to any Auction Date if it shall have received a manually executed Broker-Dealer Agreement from a Broker-Dealer, or the Trustee, reasonably acceptable to the Auction Agent. (ii) The Trustee shall notify the Auction Agent when any notice of redemption is sent to the Securities Depository with respect to ARS or IRS not later than 11:00 a.m., New York City time, on the date such notice is sent. In the event the Auction Agent receives from the Trustee written notice of any partial redemption or notice from any Broker-Dealer of any mandatory tender of any ARS, the Auction Agent shall, at least three Business Days prior to the Redemption Date or Tender Date with respect to such ARS, request the Securities Depository to notify the Auction Agent of the identities of the Participants (and the respective principal amounts) from the accounts of which ARS have been called for redemption or mandatory tender and the person or department at such Participant to contact regarding such redemption or mandatory tender and, at least two Business Days prior to the Redemption Date or Tender Date with respect to ARS being partially redeemed or tendered, the Auction Agent shall request each Participant so identified to disclose to the Auction Agent (upon selection by such Participant of the Existing Holders whose ARS are to be redeemed or tendered) the aggregate principal amount of such ARS of each such Existing Holder, if any, which are to be redeemed or tendered; provided the Auction Agent has been furnished with the name and telephone number of a person or department at such Participant from which it is to request such information. Upon any refusal of a Participant to release such information, the Auction Agent shall deliver to such Participant a copy of the Existing Holder's Purchaser's Letter, which authorizes and instructs such Participant to release such information to the Auction LA1-69756.2 5