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Settlement Procedures and take such other action as is required by Smith Barney pursuant to the Settlement Procedures. (c) The Auction Agent shall deliver to Smith Barney after receipt of all notices and certificates which the Auction Agent is required to deliver to Smith Barney pursuant to Section 2 of the Auction Agent Agreement at the times and in the manner set forth in the Auction Agent Agreement. 2.5. Service Charge to Be Paid to Smith Barney. On the first Interest Payment Date and each Interest Payment Date thereafter, unless ownership of the ARS is not then maintained in book-entry form by the Securities Depository, the Auction Agent shall pay to Smith Barney from moneys received from the Trustee pursuant to Section 6.5(b) of the Auction Agent Agreement an amount equal to (i) .25 of 1% per annum, multiplied by (ii) (A) in the case of the first Interest Payment Date, the aggregate principal amount of outstanding Regular ARS on the Closing Date or (B) in the case of each Interest Payment Date thereafter, the sum of(x) for each Auction Period during the Interest Period for which an Auction was held, the aggregate principal amount of the ARS placed by Smith Barney in such Auction that were the subject of (a) Submitted Bids of Existing Holders submitted by Smith Barney and continued to be held as a result of such submission, (b) Submitted Bids of Potential Holders submitted by Smith Barney and purchased as a result of such submission and (c) valid Hold Orders (determined in accordance with the Auction Agent Agreement) that were previously acquired by an Existing Holder through Smith Barney, (y) for each Auction Period during the Interest Period in which an Auction was not held, the aggregate principal amount of Regular ARS that were acquired by Existing Holders through Smith Barney and (z)with respect to Newly Fixed AIRS, the aggregate principal amount of the ARS with respect to such Newly Fixed AIRS that were acquired by Existing Holders through Smith Barney, multiplied by (iii) the number of days in such Interest Period, divided by (iv)360. For purposes of the foregoing sentence, if any Existing Holder who acquired ARS through Smith Barney transfers those ARS to another person other than pursuant to an Auction, then the Broker-Dealer for the ARS so transferred shall continue to be Smith Barney; provided, however, that if the transfer was effected by, or if the transferee is a Broker- Dealer other than Smith Barney, then such Broker-Dealer shall be the Broker-Dealer for such ARS. 2.6. Settlement. (a) If any Existing Holder on whose behalf Smith Barney has submitted a Bid or Sell Order for ARS that was accepted in whole or in part fails to instruct its Participant to cause to deliver the ARS subject to such Bid or Sell Order against payment therefor, Smith Barney shall instruct such Participant to cause to be delivered such ARS against payment therefor and Smith Barney may deliver to the Potential Holder on whose behalf Smith Barney submitted a Bid that was accepted in whole or in part, a principal amount of the ARS that is less than the principal amount of the ARS specified in such Bid to be purchased by such Potential Holder. Notwithstanding the foregoing terms of this Section, any delivery or nondelivery of ARS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified LA1-69760.2 7