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Agent. In the absence of receiving any such information with respect to any Existing Holder from such Existing Holder's Participant or otherwise, the Auction Agent may continue to treat such Existing Holder as the Beneficial Owner of the principal amount of ARS shown in the Existing Holder Registry. (iii) The Auction Agent shall register in the Existing Holder Registry a transfer of ARS only if such transfer is made to a person that has delivered a signed Purchaser's Letter to the Auction Agent and if(A) such transfer is pursuant to an Auction or (B) if such transfer is made other than pursuant to an Auction, the Auction Agent has been notified of such transfer in writing by a Notice of Transfer, by the Broker-Dealer of such Existing Holder, the Participant of such Existing Holder or the Existing Holder. The Auction Agent is not required to accept any notice of transfer delivered prior to an Auction unless it is received by the Auction Agent by 3:00 p.m., New York City time, on the Business Day next preceding the applicable Auction Date. The Auction Agent shall rescind a transfer made on the Existing Holder Registry if the Auction Agent has been notified in writing by a Notice of a Failure to Deliver by the Participant or the Broker-Dealer of any person that (i) purchased any ARS or (ii) sold any ARS and the purchaser failed to make payment to such person upon delivery to the purchaser of such ARS. The Auction Agent is not required to accept any notice of recision to transfer delivered prior to an Auction unless it is received by the Auction Agent by 3:00 p.m., New York City time, on the Business Day next preceding the applicable Auction Date. (iv) The Auction Agent shall remove an Existing Holder and the ARS beneficially owned by such Existing Holder from the Existing Holder Registry with respect to ARS Fixed by the Auction Agent in accordance with Section 3.1 hereof. The Auction Agent shall add a person and the ARS beneficially owned by such person to the Existing Holder Registry if(a) the Auction Agent has Separated such ARS and (b) such person has delivered a signed Purchaser's Letter to the Auction Agent. (b) Not later than 9:30 a.m., New York City time, on each Auction Date, the Auction Agent shall notify the Broker-Dealers of the aggregate principal amount of ARS which are not then Fixed by delivering a Notice of ARS Not Fixed to the Broker-Dealers by telecopy or other similar means. (c) The Auction Agent may request that the Broker-Dealers, as set forth in the Broker-Dealer Agreements, provide the Auction Agent with a list of their respective customers that such Broker-Dealers believe are Existing Holders of ARS and the aggregate amount held by such Broker-Dealer. The Auction Agent shall keep confidential any such information and shall not disclose any such information so provided to any person other than the relevant Broker-Dealer, the Authority and the Trustee, provided that the Auction Agent reserves the right to disclose any such information if it is advised by its counsel that its failure to do so would be unlawful. (d) In the event that any day that is scheduled to be an Auction Date shall be changed after the Auction Agent shall have given the notice referred to in Section 3(a)(vii) of the Auction and Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers not later than 9:15 a.m., New York City time, on the earlier of the new Auction Date or the old Auction Date. LA1-69756.2 6