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Broker-Dealer submitted a Bid, the name or names of one or more Buyer's <br /> Broker-Dealers (and the name of the Participant, if any, of each such Buyer's <br /> Broker-Dealer) acting for one or more purchasers of such excess principal amount of <br /> ARS and the principal amount of ARS to be purchased from one or more Existing <br /> Holders on whose behalf such Broker-Dealer acted by one or more Potential Holders on <br /> whose behalf each of such Buyer's Broker-Dealers acted; <br /> (vi) if the principal amount of ARS to be purchased by all Potential Holders on <br /> whose behalf such Broker-Dealer submitted a Bid exceeds the amount of ARS to be sold <br /> by all Existing Holders on whose behalf such Broker-Dealer submitted a Bid or a Sell <br /> Order, the name or names of one or more Seller's Broker-Dealers (and the name of the <br /> Participant, if any, of each such Seller's Broker-Dealer) acting for one or more sellers of <br /> such excess principal amount of ARS and the principal amount of ARS to be sold to one <br /> or more Potential Holders on whose behalf such Broker-Dealer acted by one or more <br /> Existing Holders on whose behalf each of such Seller's Broker-Dealers acted; and <br /> (vii) the Auction Date for the next succeeding Auction. <br /> (b) On each Auction Date, each Broker-Dealer that submitted an Order on behalf <br /> of any Existing Holder or Potential Holder shall: <br /> (i) advise each Existing Holder and Potential Holder on whose behalf such <br /> Broker-Dealer submitted a Bid or Sell Order in the Auction on such Auction Date <br /> whether such Bid or Sell Order was accepted or rejected, in whole or in part; <br /> (ii) in the case of a Broker-Dealer that is a Buyer's Broker-Dealer, advise each <br /> Potential Holder on whose behalf such Broker-Dealer submitted a Bid that was accepted, <br /> in whole or in part, to instruct such Potential Holder's Participant to pay to such <br /> Broker-Dealer (or its Participant) through the Securities Depository the amount necessary <br /> to purchase the principal amount of ARS to be purchased pursuant to such Bid against <br /> receipt of such ARS; <br /> (iii) in the case of a Broker-Dealer that is a Seller's Broker-Dealer, instruct each <br /> Existing Holder on whose behalf such Broker-Dealer submitted a Sell Order that was <br /> accepted, in whole or in part, or a Bid that was accepted, in whole or in part, to instruct <br /> such Existing Holder's Participant to deliver to such Broker-Dealer (or its Participant) <br /> through the Securities Depository the principal amount of ARS to be sold pursuant to <br /> such Order against payment therefor; <br /> (iv) advise each Existing Holder on whose behalf such Broker-Dealer submitted an <br /> Order and each Potential Holder on whose behalf such Broker-Dealer submitted a Bid of <br /> the Auction Rate for the next Auction Period; <br /> (v) advise each Existing Holder on whose behalf such Broker-Dealer submitted an <br /> Order of the next Auction Date; and <br /> (vi) advise each Potential Holder on whose behalf such Broker-Dealer submitted a <br /> Bid that was accepted, in whole or in part, of the next Auction Date. <br /> cn145975e.2 C-10 <br />