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amount of ARS that otherwise was to be purchased by such Potential Holder. In such event, the <br /> principal amount of ARS to be so delivered shall be determined solely by such Broker-Dealer. <br /> Delivery of such lesser principal amount of ARS shall constitute good delivery. Notwithstanding <br /> the foregoing terms of this subsection, any delivery or nondelivery of ARS which shall represent <br /> any departure from the results of an Auction, as determined by the Auction Agent, shall be of no <br /> effect unless and until the Auction Agent shall have been notified of such delivery or nondelivery <br /> in accordance with the provisions of the Auction Agent Agreement and the Broker-Dealer <br /> Agreements. <br /> IA1a4756.2 C-12 <br />