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rejected in whole or in part and principal amount of ARS is allocated as provided in Section 2(d) of the Auction Procedures. The Auction Agent gives notice of Auction results as set forth in paragraph (a) of the Settlement Procedures. (b) Smith Barney agrees not to sell, assign or dispose of any ARS which are not Fixed to any person who has not delivered a signed Purchaser's Letter to the Auction Agent. (c) Smith Barney shall submit Orders to the Auction Agent pursuant to an Order Form. Smith Barney shall submit separate Orders to the Auction Agent for each Potential Holder or Existing Holders on whose behalf Smith Barney is submitting an Order and shall not net or aggregate the Orders of different Potential Holders or Existing Holders on whose behalf Smith Barney is submitting Orders. (d) Smith Barney shall deliver to the Auction Agent (i) a Notice of Transfer in writing of any transfer of ARS made through Smith Barney by an Existing Holder to another person other than pursuant to an Auction, and shall deliver or cause to be delivered the related Purchaser's Letter executed by such person if such person has not previously so delivered a Purchaser's Letter, and (ii) a Notice of a Failure to Deliver in writing of the failure of any ARS to be transferred to or by any person that purchased or sold ARS through Smith Barney pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 p.m., New York City time, on the Business Day next preceding the applicable Auction Date. (e) Smith Barney has delivered to the Auction Agent its executed Purchaser's Letter. Smith Barney and other Broker-Dealers which have delivered duly executed Purchaser's Letters may submit Orders in Auctions for their own accounts; provided, however, that any Broker-Dealer that is an affiliate of the Authority must submit at the next Auction therefor a Sell Order covering all ARS held for its own account. The Auction Agent shall have no duty or liability with respect to monitoring or enforcing the requirements of this subsection (e). (t) Smith Barney agrees to handle its customers' Orders in accordance with its duties under applicable securities laws and rules. 2.4. Notices. (a) On each Auction Date, the Auction Agent shall notify Smith Barney by telephone of the results of the Auction as set forth in paragraph (a)of the Settlement Procedures. The Auction Agent shall by 10:30 a.m., New York City time, on the Business Day next succeeding such Auction Date if previously requested by Smith Barney notify Smith Barney in writing of the disposition of all Orders submitted by Smith Barney in the Auction held on such Auction Date. (b) Smith Barney shall notify each Existing Holder or Potential Holder on whose behalf Smith Barney has submitted an Order as set forth in paragraph (b) of the IA1-69760.2