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and shall not disclose such information or permit the disclosure of such information without the prior written consent of the applicable Broker-Dealer to anyone except such agent, accountant or counsel engaged to audit or review the results of Auctions as permitted by this Section. Any such agent, accountant or counsel, before having access to such information, shall agree to keep such information confidential and not to disclose such information or permit disclosure of such information without the prior written consent of the applicable Broker-Dealer, except as may otherwise be required by law. Section 3. Fixing and Separating ARS and IRS. 3.1. Fixing ARS and IRS. So long as ownership of the ARS and IRS is maintained in book-entry form by the Securities Depository, if, on any Business Day, other than during a Closed Period, the Auction Agent shall receive a Request to Fix from a Broker-Dealer on behalf of a Beneficial Owner in accordance with Section 2.7(a) of a Broker-Dealer Agreement, which requests that specified equal principal amounts of Regular ARS be combined, or Fixed, with Regular IRS having the same maturity date, in the account of the Participant of such Beneficial Owner at the Securities Depository designated in such request, then the Auction Agent shall promptly deliver appropriate instructions to the Securities Depository to debit such aggregate principal amount of Regular ARS and Regular IRS having the same maturity date, from, and credit an equal aggregate principal amount of Newly Fixed AIRS, in the case of Regular ARS and Regular IRS Fixed prior to an Interest Payment Date, or Regular Fixed AIRS Fixed on an Interest Payment Date, to the account of such Participant at the Securities Depository. Any such Newly Fixed AIRS or Regular Fixed AIRS, as the case may be, shall have the same maturity date as the ARS and IRS relating to such Request to Fix. If the Auction Agent shall have received the completed Request to Fix referred to above on or prior to 12:00 noon, New York City time, on any Business Day other than during a Closed Period, then the Auction Agent shall deliver such instructions to the Securities Depository not later than the close of business on the next Business Day. ARS and IRS which have been Fixed as provided herein may not be transferred separately. 3.2. Separating ARS and IRS. So long as ownership of the ARS and IRS is maintained in book-entry form by the Securities Depository, if, on any Business Day, other than during a Closed Period, during a seven-day period immediately prior to a Record Date the Auction Agent shall receive a Request to Separate from a Broker-Dealer on behalf of a Beneficial Owner in accordance with Section 2.7 of the Broker-Dealer Agreement, which requests that a principal amount of ARS and IRS in the account of the Participant of such Beneficial Owner at the Securities Depository designated in such request that are Fixed be Separated, thereby allowing them to be traded separately, then the Auction Agent shall promptly deliver appropriate instructions to the Securities Depository to debit such principal amount of Regular Fixed AIRS or Newly Fixed AIRS, as the case may be, from, and credit an equal aggregate principal amount of Regular ARS and Regular IRS to the account of such Participant at the Securities Depository on the following Interest Payment Date; provided, however, that if such Interest Payment Date falls within a Closed Period, such separation shall be effective on the next succeeding Auction Period Accrual Date. My such Regular ARS and Regular IRS shall have the same maturity date as the Regular Fixed AIRS or Newly Fixed AIRS, as the case may be. If the Auction Agent shall have LA1-6975e.2 11