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(a) (i) Prior to the Submission Deadline on each Auction Date; (A) each Existing Holder of ARS may submit to a Broker-Dealer by telephone or otherwise any information as to: (I) the principal amount of outstanding ARS, if any, held by such Existing Holder which such Existing Holder desires to continue to hold without regard to the Auction Rate for the next succeeding Auction Period; (II) the principal amount of outstanding ARS, if any, which such Existing Holder offers to sell if the Auction Rate for the next succeeding Auction Period shall be less than the rate per annum specified by such Existing Holder; and/or (III) the principal amount of outstanding ARS, if any, held by such Existing Holder which such Existing Holder offers to sell without regard to the Auction Rate for the next succeeding Auction Period; and (B) one or more Broker-Dealers may contact Potential Holders to determine the principal amount of ARS which each Potential Holder offers to purchase, if the Auction Rate for the next succeeding Auction Period shall not be less than the rate per annum specified by such Potential Holder. The statement of an Existing Holder or a Potential Holder referred to in (A) or (B) of this paragraph (i) is hereinafter referred to as an "Order," and each Existing Holder and each Potential Holder placing an Order is hereinafter referred to as a "Bidder"; an Order described in clause (A)(I) is hereinafter referred to as a "Hold Order"; an Order described in clauses (A)(II) or (B) is hereinafter referred to as a "Bid"; and an Order described in clause (a)(III) is hereinafter referred to as a "Sell Order." (ii) (A) Subject to the provisions of Section 2(b) hereof, a Bid by an Existing Holder shall constitute an irrevocable offer to sell (in each case for settlement in same day funds on the next Auction Period Accrual Date therefor at a price equal to 100% of the principal amount thereof): (I) the principal amount of outstanding ARS specified in such Bid if the Auction Rate determined as provided herein shall be less than the rate specified in such Bid; or (II) such principal amount or a lesser principal amount of outstanding ARS to be determined as set forth in Section 2(d)(i)(D), if the Auction Rate determined as provided herein shall be equal to the rate specified in such Bid; or (III) such principal amount or a lesser principal amount of outstanding ARS to be determined as set forth in Section 2(d)(ii)(C) if the rate specified therein shall be higher than the Maximum Rate and Sufficient Clearing Bids have not been made. LA1-69756.2 C-2