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(B) Subject to the provisions of Section 2(b) hereof, a Sell Order by an Existing <br /> Holder shall constitute an irrevocable offer to sell (in each case for settlement in same day <br /> funds on the next Auction Period Accrual Date therefor at a price equal to 100% of the <br /> principal amount thereof): <br /> (I) the principal amount of outstanding ARS specified in such Sell Order if <br /> Sufficient Clearing Bids exist; or <br /> (II) such principal amount or a lesser principal amount of outstanding ARS <br /> set forth in Section 2(d)(i)(C), if Sufficient Clearing Bids have not been made. <br /> (C) Subject to the provisions of Section 2(b) hereof, a Bid by a Potential Holder <br /> shall constitute an irrevocable offer to purchase (in each case for settlement in same day <br /> funds on the next Auction Period Accrual Date therefor at a price equal to 100% of the <br /> principal amount thereof): <br /> (I) the principal amount of outstanding ARS specified in such Bid if the <br /> Auction Rate determined as provided herein shall be higher than the rate specified <br /> in such Bid; or <br /> (II) such principal amount or a lesser principal amount of outstanding ARS <br /> set forth in Section 2(d)(i)(E), if the Auction Rate determined as provided herein <br /> shall be equal to the rate specified in such Bid. <br /> (b) (i) Each Broker-Dealer shall submit in writing to the Auction Agent prior to <br /> the Submission Deadline on each Auction Date all Orders obtained by such Broker-Dealer and <br /> shall specify with respect to each such Order: <br /> (A) the name of the Bidder placing such Order; <br /> (B) the aggregate principal amount of ARS that are the subject of such Order; <br /> (C) to the extent that such Bidder is an Existing Holder: <br /> (I) the principal amount of ARS, if any, subject to any Hold Order placed <br /> by such Existing Holder; <br /> (II) the principal amount of ARS, if any, subject to any Bid placed by such <br /> Existing Holder and the rate specified in such Bid; and <br /> (III) the principal amount of ARS, if any, subject to any Sell Order placed <br /> by such Existing Holder; and <br /> (D) to the extent such Bidder is a Potential Holder, the rate specified in such <br /> Potential Holder's Bid. <br /> LA1-69756.2 C-3 <br />