Common use of Auction Rate Period - Auction Rate Bonds Clause in Contracts

Auction Rate Period - Auction Rate Bonds. Determination of Sufficient Clearing Bids, Winning Bid Rate and Auction Rate: Determination of Sufficient C. (a) During an Auction Rate Period not earlier than the Submission Deadline on each Auction Date, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order") and shall determine: (i) the excess of the total principal amount of Outstanding Auction Rate Bonds over the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Hold Orders (such excess being hereinafter referred to as the "Available Auction Rate Bonds"); and (ii) from the Submitted Orders whether the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids by Potential Holders specifying one or more rates equal to or lower than the Maximum Auction Rate exceeds or is equal to the sum of: (A) the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Auction Rate; and (B) the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Sell Orders (in the event of such excess or such equality (other than because the sum of the principal amounts of Auction Rate Bonds in clauses (A) and (B) above is zero because all of the Outstanding Auction Rate Bonds are subject to Submitted Hold Orders), such Submitted Bids by Potential Holders are hereinafter referred to collectively as "Sufficient Clearing Bids"); and (iii) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the "Winning Bid Rate") which if: (A) (I) each Submitted Bid from Existing Holders specifying such lowest rate and (II) all other Submitted Bids from Existing Holders specifying lower rates were rejected, thus entitling such Existing Holders to continue to hold the principal amount of Auction Rate Bonds that are the subject of such Submitted Bids; and (B) (I) each Submitted Bid from Potential Holders specifying such lowest rate and (II) all other Submitted Bids from Potential Holders specifying lower rates were accepted, would result in such Existing Holders described in clause (A) above continuing to hold an aggregate principal amount of Outstanding Auction Rate Bonds which, when added to the aggregate principal amount of Outstanding Auction Rate Bonds to be purchased by such Potential Holders described in clause (B) above, would equal not less than the Available Auction Rate Bonds. (b) Promptly after the Auction Agent has made the determinations pursuant to subsection (a) of this Section 3.08, the Auction Agent, by telecopy confirmed in writing, shall advise the Company and the Trustee and the Broker-Dealers of the Maximum Auction Rate and the components thereof on the Auction Date and, based on such determinations, the Auction Rate for the next succeeding Auction Period as follows: (i) if Sufficient Clearing Bids exist, the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Winning Bid Rate so determined; (ii) if Sufficient Clearing Bids do not exist (other than because all of the Outstanding Auction Rate Bonds are the subject of Submitted Hold Orders), the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Maximum Auction Rate; and (iii) if all of the Auction Rate Bonds are subject to Submitted Hold Orders, the Auction Rate for the next succeeding Auction Period therefor shall be equal to the All Hold Rate.

Auction Rate Period - Auction Rate Bonds. Determination of Sufficient Clearing Bids, Winning Bid Rate and Auction Rate: Determination of Sufficient C.. (a) During an Auction Rate Period not earlier than the Submission Deadline on each Auction Date, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order") and shall determine: (i) the excess of the total principal amount of Outstanding Auction Rate Bonds over the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Hold Orders (such excess being hereinafter referred to as the "Available Auction Rate Bonds"); and (ii) from the Submitted Orders whether the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids by Potential Holders specifying one or more rates equal to or lower than the Maximum Auction Rate exceeds or is equal to the sum of: (A) the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Auction Rate; and (B) the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Sell Orders (in the event of such excess or such equality (other than because the sum of the principal amounts of Auction Rate Bonds in clauses (A) and (B) above is zero because all of the Outstanding Auction Rate Bonds are subject to Submitted Hold Orders), such Submitted Bids by Potential Holders are hereinafter referred to collectively as "Sufficient Clearing Bids"); and (iii) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the "Winning Bid Rate") which if: (A) (I) each Submitted Bid from Existing Holders specifying such lowest rate and (II) all other Submitted Bids from Existing Holders specifying lower rates were rejected, thus entitling such Existing Holders to continue to hold the principal amount of Auction Rate Bonds that are the subject of such Submitted Bids; and (B) (I) each Submitted Bid from Potential Holders specifying such lowest rate and (II) all other Submitted Bids from Potential Holders specifying lower rates were accepted, would result in such Existing Holders described in clause (A) above continuing to hold an aggregate principal amount of Outstanding Auction Rate Bonds which, when added to the aggregate principal amount of Outstanding Auction Rate Bonds to be purchased by such Potential Holders described in clause (B) above, would equal not less than the Available Auction Rate Bonds. (b) Promptly after the Auction Agent has made the determinations pursuant to subsection (a) of this Section 3.08, the Auction Agent, by telecopy confirmed in writing, shall advise the Company and the Trustee and the Broker-Dealers of the Maximum Auction Rate and the components thereof on the Auction Date and, based on such determinations, the Auction Rate for the next succeeding Auction Period as follows: (i) if Sufficient Clearing Bids exist, the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Winning Bid Rate so determined; (ii) if Sufficient Clearing Bids do not exist (other than because all of the Outstanding Auction Rate Bonds are the subject of Submitted Hold Orders), the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Maximum Auction Rate; and (iii) if all of the Outstanding Auction Rate Bonds are subject to Submitted Hold Orders, the Auction Rate for the next succeeding Auction Period therefor shall be equal to the All Hold Rate.

Auction Rate Period - Auction Rate Bonds. Determination Submission of Sufficient Clearing Bids, Winning Bid Rate and Orders by Broker-Dealers to Auction Rate: Determination of Sufficient C.Agent. (a) During an Auction Rate Period not earlier than each Broker-Dealer shall submit in writing to the Auction Agent prior to the Submission Deadline on each Auction Date, all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Company) as (x) an Existing Holder in respect of the principal amount of Auction Agent shall assemble all valid Rate Bonds subject to Orders submitted or deemed submitted to it by Beneficial Owners or (y) a Potential Holder in respect of the Broker-Dealers (principal amount of the Auction Rate Bonds subject to Orders submitted to it by Potential Beneficial Owners, and shall specify with respect to each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order") and shall determine: (i) the excess name of the total Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Company); (ii) the aggregate principal amount of Auction Rate Bonds that are subject to such Order; (iii) to the extent that such Bidder is an Existing Holder: (A) the principal amount of Auction Rate Bonds, if any, subject to any Hold Order placed by such Existing Holder; (B) the principal amount of Auction Rate Bonds, if any, subject to any Bid placed by such Existing Holder and the rate specified in such Bid; and (C) the principal amount of Auction Rate Bonds, if any, subject to any Sell Order placed by such Existing Holder; and (iv) to the extent such Bidder is a Potential Holder, the principal amount of Auction Rate Bonds subject to any Bid placed by such Potential Holder and the rate specified in such Bid. (b) If any rate specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one thousandth (.001) of 1%. (c) If an Order or Orders covering all Outstanding Auction Rate Bonds held by an Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the principal amount of Outstanding Auction Rate Bonds held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if there is a change in the length of the Auction Period or Standard Auction Period and Orders have not been submitted to the Auction Agent prior to the Submission Deadline covering the aggregate principal amount of Auction Rate Bonds that are subject to such change in the length of the Auction Period or Standard Auction Period, the Auction Agent shall deem a Sell Order to have been submitted on behalf of such Existing Holder covering the principal amount of Auction Rate Bonds subject to such change and not subject to Orders submitted to the Auction Agent. (d) Neither the Authority, the Company, the Trustee nor the Auction Agent shall be responsible for any failure of a Broker-Dealer to submit an Order to the Auction Agent on behalf of any Existing Holder, Beneficial Owner, Potential Holder or Potential Beneficial Owner. (e) If any Existing Holder submits through a Broker-Dealer to the Auction Agent one or more Orders covering in the aggregate more than the principal amount of Auction Rate Bonds held by such Existing Holder, such Orders shall be considered valid as follows and in the following order of priority: (i) all Hold Orders shall be considered valid, but only up to and including the principal amount of Auction Rate Bonds held by such Existing Holder, and, if the aggregate principal amount of Auction Rate Bonds subject to such Hold Orders exceeds the aggregate principal amount of Outstanding Auction Rate Bonds held by such Existing Holder, the aggregate principal amount of Auction Rate Bonds subject to each such Hold Order shall be reduced pro rata to cover the aggregate principal amount of Outstanding Auction Rate Bonds held by such Existing Holder; (A) any Bid shall be considered valid up to and including the excess of the principal amount of Outstanding Auction Rate Bonds held by such Existing Holder over the aggregate principal amount of Auction Rate Bonds subject to any Hold Orders referred to in paragraph (i) above; (B) subject to clause (A) above, if more than one Bid with the same rate is submitted on behalf of such Existing Holder and the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Hold Orders such Bids is greater than such excess, such Bids shall be considered valid up to and including the amount of such excess, and, the principal amount of Auction Rate Bonds subject to each Bid with the same rate shall be reduced pro rata to cover the principal amount of Auction Rate Bonds equal to such excess; (C) subject to clauses (A) and (B) above, if more than one Bid with different rates is submitted on behalf of such Existing Holder, such Bids shall be considered valid in the ascending order of their respective rates until the highest rate is reached at which such excess being hereinafter referred exists and then at such rate up to as and including the "Available Auction Rate Bonds")amount of such excess; and (iiD) from the Submitted Orders whether in any such event, the aggregate principal amount of Outstanding Auction Rate Bonds Bonds, if any, subject to Submitted any portion of Bids not valid under this paragraph (ii) shall be treated as the subject of a Bid by a Potential Holders specifying one or more rates equal to or lower than Holder at the Maximum Auction Rate exceeds or is equal to the sum of:rate therein specified; and (Aiii) all Sell Orders shall be considered valid up to and including the aggregate excess of the principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids held by such Existing Holders specifying one or more rates higher than the Maximum Auction Rate; and (B) Holder over the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Sell Orders (in the event of such excess or such equality (other than because the sum of the principal amounts of Auction Rate Bonds in clauses (A) and (B) above is zero because all of the Outstanding Auction Rate Bonds are subject to Submitted Hold Orders), such Submitted Bids by Potential Holders are hereinafter referred to collectively as "Sufficient Clearing Bids"); and (iii) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the "Winning Bid Rate") which if: (A) (I) each Submitted Bid from Existing Holders specifying such lowest rate and (II) all other Submitted Bids from Existing Holders specifying lower rates were rejected, thus entitling such Existing Holders to continue to hold the principal amount of Auction Rate Bonds that are the subject to valid Hold Orders referred to in paragraph (i) of such Submitted Bids; andthis subsection (e) and valid Bids referred to in paragraph (ii) of this subsection (e). (Bf) (I) If more than one Bid for Auction Rate Bonds is submitted on behalf of any Potential Holder, each Submitted Bid from Potential Holders specifying such lowest submitted shall be a separate Bid for Auction Rate Bonds with the rate and principal amount therein specified. (IIg) all other Submitted Bids from Potential Holders specifying lower rates were accepted, would result in such Any Bid or Sell Order submitted by an Existing Holders described in clause (A) above continuing to hold Holder covering an aggregate principal amount of Outstanding Auction Rate Bonds which, when added not equal to the $50,000 or an integral multiple thereof shall be rejected and shall be deemed a Hold Order. Any Bid submitted by a Potential Holder covering an aggregate principal amount of Outstanding Auction Rate Bonds not equal to $50,000 or an integral multiple thereof shall be purchased by such Potential Holders described in clause (B) above, would equal not less than the Available Auction Rate Bondsrejected. (bh) Promptly after the Auction Agent has made the determinations pursuant to subsection (a) of this Section 3.08, the Auction Agent, Any Bid submitted by telecopy confirmed in writing, shall advise the Company and the Trustee and the Broker-Dealers of the Maximum Auction Rate and the components thereof on the Auction Date and, based on such determinations, the Auction Rate for the next succeeding Auction Period as follows: (i) if Sufficient Clearing Bids exist, the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Winning Bid Rate so determined; (ii) if Sufficient Clearing Bids do not exist (other an Existing Holder or a Beneficial Owner specifying a rate lower than because all of the Outstanding Auction Rate Bonds are the subject of Submitted Hold Orders), the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Maximum Auction Rate; and (iii) if all of the Auction Rate Bonds are subject to Submitted Hold Orders, the Auction Rate for the next succeeding Auction Period therefor shall be equal to the All Hold Rate, if any, shall be treated as a Bid specifying the All Hold Rate, if any, and will not be accepted if submitted by a Potential Beneficial Owner or a Potential Holder.

Auction Rate Period - Auction Rate Bonds. Determination Submission of Sufficient Clearing Bids, Winning Bid Rate and Orders by Broker-Dealers to Auction Rate: Determination of Sufficient C.Agent. (a) During an Auction Rate Period not earlier than each Broker-Dealer shall submit in writing to the Auction Agent prior to the Submission Deadline on each Auction Date, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it obtained by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order") and shall determinespecify with respect to each such Order: (i) the excess name of the total principal amount of Outstanding Auction Rate Bonds over the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Hold Orders (Bidder placing such excess being hereinafter referred to as the "Available Auction Rate Bonds"); andOrder ; (ii) from the Submitted Orders whether the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids by Potential Holders specifying one or more rates equal to or lower than the Maximum Auction Rate exceeds or is equal to the sum of: (A) the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Auction Rate; and (B) the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Sell Orders (in the event of such excess or such equality (other than because the sum of the principal amounts of Auction Rate Bonds in clauses (A) and (B) above is zero because all of the Outstanding Auction Rate Bonds are subject to Submitted Hold Orders), such Submitted Bids by Potential Holders are hereinafter referred to collectively as "Sufficient Clearing Bids"); and (iii) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the "Winning Bid Rate") which if: (A) (I) each Submitted Bid from Existing Holders specifying such lowest rate and (II) all other Submitted Bids from Existing Holders specifying lower rates were rejected, thus entitling such Existing Holders to continue to hold the principal amount of Auction Rate Bonds that are subject to such Order; (iii) to the extent that such Bidder is an Existing Holder: (A) the principal amount of Auction Rate Bonds, if any, subject to any Hold Order placed by such Existing Holder; (B) the principal amount of Auction Rate Bonds, if any, subject to any Bid placed by such Submitted BidsExisting Holder and the rate specified in such Bid; and (BC) (I) each Submitted Bid from Potential Holders specifying such lowest rate and (II) all other Submitted Bids from Potential Holders specifying lower rates were accepted, would result in such Existing Holders described in clause (A) above continuing to hold an aggregate the principal amount of Outstanding Auction Rate Bonds, if any, subject to any Sell Order placed by such Existing Holder; and (iv) to the extent such Bidder is a Potential Holder, the principal amount of Auction Rate Bonds whichsubject to any Bid placed by such Potential Holder and the rate specified in such Bid. (b) If any rate specified in any Bid contains more than three figures to the right of the decimal point, when added the Auction Agent shall round such rate up to the next highest one thousandth (.001) of 1%. (c) If an Order or Orders covering all Auction Rate Bonds held by an Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the principal amount of Auction Rate Bonds held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if there is a change in the length of an Auction Period or the Standard Auction Period in accordance with Section 3.04 hereof or an amendment or modification to the Auction Procedures or any other provision of the Indenture relating to the method of determining the Auction Rate for the Auction Rate Bonds in accordance with Section 14.02 hereof and Orders have not been submitted to the Auction Agent prior to the Submission Deadline covering the aggregate principal amount of Outstanding Auction Rate Bonds that are subject to be purchased by such Potential Holders described change in clause (B) abovethe length of an Auction Period or the Standard Auction Period or amendment or modification, would equal not less than as the Available case may be, the Auction Agent shall deem a sell order to have been submitted on behalf of such Existing Holder covering the principal amount of Auction Rate BondsBonds subject to such change or modification or amendment and not subject to Orders submitted to the Auction Agent. (bd) Promptly after Neither the Authority, the Company, the Trustee nor the Auction Agent has made the determinations pursuant shall be responsible for any failure of a Broker-Dealer to subsection (a) of this Section 3.08, submit an Order to the Auction Agent, by telecopy confirmed in writing, shall advise the Company and the Trustee and the Agent on behalf of any Existing Holder OR Potential Holder. (e) If any Existing Holder submits through a Broker-Dealers Dealer to the Auction Agent one or more Orders covering in the aggregate more than the principal amount of the Maximum Auction Rate Bonds held by such Existing Holder, such Orders shall be considered valid as follows and in the components thereof on the Auction Date and, based on such determinations, the Auction Rate for the next succeeding Auction Period as followsfollowing order of priority: (i) all Hold Orders shall be considered valid, but only up to and including the principal amount of Auction Rate Bonds held by such Existing Holder, and, if Sufficient Clearing Bids existthe aggregate principal amount of Auction Rate Bonds subject to such Hold Orders exceeds the aggregate principal amount of Auction Rate Bonds held by such Existing Holder, the aggregate principal amount of Auction Rate for the next succeeding Auction Period therefor Bonds subject to each such Hold Order shall be equal reduced pro rata to cover the Winning Bid aggregate principal amount of Auction Rate so determinedBonds held by such Existing Holder; (ii) if Sufficient Clearing Bids do not exist (other than because all A) any Bid shall be considered valid up to and including the excess of the Outstanding principal amount of Auction Rate Bonds are held by such Existing Holder over the subject aggregate principal amount of Submitted Hold Orders), the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Maximum Auction Rate; and (iii) if all of the Auction Rate Bonds are subject to Submitted any Hold Orders, the Auction Rate for the next succeeding Auction Period therefor shall be equal Orders referred to the All Hold Rate.in paragraph (i) above;

Auction Rate Period - Auction Rate Bonds. Determination Submission of Sufficient Clearing Bids, Winning Bid Rate and Orders by Broker-Dealers to Auction Rate: Determination of Sufficient C.Agent. (a) During an Auction Rate Period not earlier than each Broker-Dealer shall submit in writing to the Auction Agent prior to the Submission Deadline on each Auction Date, all Orders obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Company) as an Existing Holder in respect of the principal amount of Auction Agent shall assemble all valid Rate Bonds subject to Orders submitted or deemed submitted to it by the Broker-Dealers (Potential Beneficial Owners, and shall specify with respect to each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order") and shall determine: (i) the excess name of the total Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Company); (ii) the aggregate principal amount of Auction Rate Bonds that are subject to such Order; (iii) to the extent that such Bidder is an Existing Holder: (A) the principal amount of Auction Rate Bonds, if any, subject to any Hold Order placed by such Existing Holder; (B) the principal amount of Auction Rate Bonds, if any, subject to any Bid placed by such Existing Holder and the rate specified in such Bid; and (C) the principal amount of Auction Rate Bonds, if any, subject to any Sell Order placed by such Existing Holder; and (iv) to the extent such Bidder is a Potential Holder, the principal amount of Auction Rate Bonds subject to any Bid placed by such Potential Holder and the rate specified in such Bid. (b) If any rate specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one thousandth (.001) of 1%. (c) If an Order or Orders covering all Outstanding Auction Rate Bonds held by an Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the principal amount of Outstanding Auction Rate Bonds held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (d) Neither the Authority, the Company, the Trustee nor the Auction Agent shall be responsible for any failure of a Broker-Dealer to submit an Order to the Auction Agent on behalf of any Existing Holder, Beneficial Owner, Potential Holder or Potential Beneficial Owner. (e) If any Existing Holder submits through a Broker-Dealer to the Auction Agent one or more Orders covering in the aggregate more than the principal amount of Auction Rate Bonds held by such Existing Holder, such Orders shall be considered valid as follows and in the following order of priority: (i) all Hold Orders shall be considered valid, but only up to and including the principal amount of Auction Rate Bonds held by such Existing Holder, and, if the aggregate principal amount of Auction Rate Bonds subject to such Hold Orders exceeds the aggregate principal amount of Outstanding Auction Rate Bonds held by such Existing Holder, the aggregate principal amount of Auction Rate Bonds subject to each such Hold Order shall be reduced pro rata to cover the aggregate principal amount of Outstanding Auction Rate Bonds held by such Existing Holder; (A) any Bid shall be considered valid up to and including the excess of the principal amount of Outstanding Auction Rate Bonds held by such Existing Holder over the aggregate principal amount of Auction Rate Bonds subject to any Hold Orders referred to in paragraph (i) above; (B) subject to clause (A) above, if more than one Bid with the same rate is submitted on behalf of such Existing Holder and the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Hold Orders such Bids is greater than such excess, such Bids shall be considered valid up to and including the amount of such excess, and, the principal amount of Auction Rate Bonds subject to each Bid with the same rate shall be reduced pro rata to cover the principal amount of Auction Rate Bonds equal to such excess; (C) subject to clauses (A) and (B) above, if more than one Bid with different rates is submitted on behalf of such Existing Holder, such Bids shall be considered valid in the ascending order of their respective rates until the highest rate is reached at which such excess being hereinafter referred exists and then at such rate up to as and including the "Available Auction Rate Bonds")amount of such excess; and (iiD) from the Submitted Orders whether in any such event, the aggregate principal amount of Outstanding Auction Rate Bonds Bonds, if any, subject to Submitted any portion of Bids not valid under this paragraph (ii) shall be treated as the subject of a Bid by a Potential Holders specifying one or more rates equal to or lower than Holder at the Maximum Auction Rate exceeds or is equal to the sum of:rate therein specified; and (Aiii) all Sell Orders shall be considered valid up to and including the aggregate excess of the principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids held by such Existing Holders specifying one or more rates higher than the Maximum Auction Rate; and (B) Holder over the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Sell Orders (in the event of such excess or such equality (other than because the sum of the principal amounts of Auction Rate Bonds in clauses (A) and (B) above is zero because all of the Outstanding Auction Rate Bonds are subject to Submitted Hold Orders), such Submitted Bids by Potential Holders are hereinafter referred to collectively as "Sufficient Clearing Bids"); and (iii) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the "Winning Bid Rate") which if: (A) (I) each Submitted Bid from Existing Holders specifying such lowest rate and (II) all other Submitted Bids from Existing Holders specifying lower rates were rejected, thus entitling such Existing Holders to continue to hold the principal amount of Auction Rate Bonds that are the subject to valid Hold Orders referred to in paragraph (i) of such Submitted Bids; andthis subsection (e) and valid Bids referred to in paragraph (ii) of this subsection (e). (Bf) (I) If more than one Bid for Auction Rate Bonds is submitted on behalf of any Potential Holder, each Submitted Bid from Potential Holders specifying such lowest submitted shall be a separate Bid for Auction Rate Bonds with the rate and principal amount therein specified. (IIg) all other Submitted Bids from Potential Holders specifying lower rates were accepted, would result in such Any Bid or Sell Order submitted by an Existing Holders described in clause (A) above continuing to hold Holder covering an aggregate principal amount of Outstanding Auction Rate Bonds which, when added not equal to the $50,000 or an integral multiple thereof shall be rejected and shall be deemed a Hold Order. Any Bid submitted by a Potential Holder covering an aggregate principal amount of Outstanding Auction Rate Bonds not equal to $50,000 or an integral multiple thereof shall be purchased by such Potential Holders described in clause (B) above, would equal not less than the Available Auction Rate Bondsrejected. (bh) Promptly after the Auction Agent has made the determinations pursuant to subsection (a) of this Section 3.08, the Auction Agent, Any Bid submitted by telecopy confirmed in writing, shall advise the Company and the Trustee and the Broker-Dealers of the Maximum Auction Rate and the components thereof on the Auction Date and, based on such determinations, the Auction Rate for the next succeeding Auction Period as follows: (i) if Sufficient Clearing Bids exist, the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Winning Bid Rate so determined; (ii) if Sufficient Clearing Bids do not exist (other an Existing Holder or a Beneficial Owner specifying a rate lower than because all of the Outstanding Auction Rate Bonds are the subject of Submitted Hold Orders), the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Maximum Auction Rate; and (iii) if all of the Auction Rate Bonds are subject to Submitted Hold Orders, the Auction Rate for the next succeeding Auction Period therefor shall be equal to the All Hold Rate, if any, shall be treated as a Bid specifying the All Hold Rate, if any, and will not be accepted if submitted by a Potential Beneficial Owner or a Potential Holder.

Auction Rate Period - Auction Rate Bonds. Determination of Sufficient Clearing Bids, Winning Bid Rate Orders by Existing Holders and Auction Rate: Determination of Sufficient C.Potential Holders. (a) During an Auction Rate Period not earlier than Prior to the Submission Deadline on each Auction DateDate during the Auction Rate Period, the following orders may be submitted: (i) each Existing Holder may submit to the Broker-Dealer by telephone or otherwise information as to: (A) the principal amount of Outstanding Auction Agent Rate Bonds, if any, held by such Existing Holder which such Existing Holder desires to continue to hold without regard to the Auction Rate for the next succeeding Auction Period; (B) the principal amount of Outstanding Auction Rate Bonds, if any, held by such Existing Holder which such Existing Holder offers to sell if the Auction Rate for the next succeeding Auction Period shall assemble all valid Orders submitted or deemed submitted be less than the rate per annum specified by such Existing Holder and/or (C) the principal amount of Outstanding Auction Rate Bonds, if any, held by such Existing Holder which such Existing Holder offers to it by sell without regard to the Auction Rate for the next succeeding Auction Period; (ii) for the purpose of implementing the Auctions, the Broker-Dealers (may contact Potential Holders by telephone or otherwise to determine the principal amount of Auction Rate Bonds which each such Order as submitted or deemed submitted Potential Holder irrevocably offers to purchase if the Auction Rate for the next succeeding Auction Period shall not be less than the interest rate per annum specified by such Potential Holder. For the purposes hereof, the communication to a Broker-Dealer being of information referred to in clause (i)(A), (i)(B) or (i)(C) or clause (ii) above is hereinafter referred to as an "Order" and collectively as "Orders" and each Existing Holder and each Potential Holder placing an Order is hereinafter referred to as a "Submitted Hold Order,Bidder" a and collectively as "Submitted Bid" or a Bidders"Submitted Sell Order," as ; an Order containing the case may be, or information referred to in clause (i)(A) above is hereinafter referred to as a "Submitted Hold Order" and collectively as "Hold Orders"; an Order containing the information referred to in clause (i)(B) or clause (ii) above is hereinafter referred to as a "Bid" and collectively as "Bids"; and an Order containing the information referred to in clause (i)(C) above is hereinafter referred to as a "Sell Order" and collectively as "Sell Orders". The submission by a Broker-Dealer of an Order to the Auction Agent shall determine:likewise be referred to herein as an "Order" and collectively as "Orders" and an Existing Holder or Potential Holder who places an Order with the Auction Agent or on whose behalf an Order is placed with the Auction Agent shall likewise be referred to herein as a "Bidder" and collectively as "Bidders." (i) Subject to the excess provisions of Section 3.07, a Bid by an Existing Holder shall constitute an irrevocable offer to sell: (A) the total principal amount of Outstanding Auction Rate Bonds over specified in such Bid if the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Hold Orders (determined on such excess being hereinafter referred to as the "Available Auction Rate Bonds"); and (ii) from the Submitted Orders whether the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids by Potential Holders specifying one or more rates equal to or lower Date shall be less than the Maximum Auction Rate exceeds or is equal to the sum of: (A) the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Auction Rateinterest rate per annum specified therein; andor (B) the aggregate such principal amount of Outstanding Auction Rate Bonds subject to Submitted Sell Orders (in the event of such excess or such equality (other than because the sum of the principal amounts of Auction Rate Bonds in clauses (A) and (B) above is zero because all of the Outstanding Auction Rate Bonds are subject to Submitted Hold Orders), such Submitted Bids by Potential Holders are hereinafter referred to collectively as "Sufficient Clearing Bids"); and (iii) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the "Winning Bid Rate") which if: (A) (I) each Submitted Bid from Existing Holders specifying such lowest rate and (II) all other Submitted Bids from Existing Holders specifying lower rates were rejected, thus entitling such Existing Holders to continue to hold the principal amount of Auction Rate Bonds that are the subject of such Submitted Bids; and (B) (I) each Submitted Bid from Potential Holders specifying such lowest rate and (II) all other Submitted Bids from Potential Holders specifying lower rates were accepted, would result in such Existing Holders described in clause (A) above continuing to hold an aggregate principal amount of Outstanding Auction Rate Bonds which, when added to the aggregate a lesser principal amount of Outstanding Auction Rate Bonds to be purchased by determined as set forth in subsection (a)(iv) of Section 3.09 if the Auction Rate determined on such Potential Holders described in clause Auction Date shall be equal to the interest rate per annum specified therein; or (BC) above, would equal not less such principal amount of Outstanding Auction Rate Bonds if the interest rate per annum specified therein shall be higher than the Available Maximum Auction Rate, or such principal amount or a lesser principal amount of Outstanding Auction Rate Bonds. (b) Promptly after the Auction Agent has made the determinations pursuant Bonds to be determined as set forth in subsection (ab)(iii) of this Section 3.08, the Auction Agent, by telecopy confirmed in writing, 3.09 if such specified rate shall advise the Company and the Trustee and the Broker-Dealers of be higher than the Maximum Auction Rate and the components thereof on the Auction Date and, based on such determinations, the Auction Rate for the next succeeding Auction Period as follows: (i) if Sufficient Clearing Bids do not exist, the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Winning Bid Rate so determined;. (ii) Subject to the provisions of Section 3.07, a Sell Order by an Existing Holder shall constitute an irrevocable offer to sell: (A) the principal amount of Outstanding Auction Rate Bonds specified in such Sell Order; or (B) such principal amount or a lesser principal amount of Outstanding Auction Rate Bonds as set forth in subsection (b)(iii) of Section 3.09 if Sufficient Clearing Bids do not exist exist. (other than because all iii) Subject to the provisions of Section 3.07, a Bid by a Potential Holder shall constitute an irrevocable offer to purchase: (A) the principal amount of Outstanding Auction Rate Bonds are the subject of Submitted Hold Orders), specified in such Bid if the Auction Rate for determined on such Auction Date shall be higher than the next succeeding rate specified therein; or (B) such principal amount or a lesser principal amount of Outstanding Auction Period therefor Rate Bonds as set forth in subsection (a)(v) of Section 3.09 if the Auction Rate determined on such Auction Date shall be equal to the Maximum Auction Rate; and (iii) if all of the Auction Rate Bonds are subject to Submitted Hold Orders, the Auction Rate for the next succeeding Auction Period therefor shall be equal to the All Hold Ratesuch specified rate.

Auction Rate Period - Auction Rate Bonds. Determination Submission of Sufficient Clearing Bids, Winning Bid Rate and Orders by Broker-Dealers to Auction Rate: Determination of Sufficient C.Agent. (a) During an Auction Rate Period not earlier than each Broker-Dealer shall submit in writing to the Auction Agent prior to the Submission Deadline on each Auction Date, Date during the Auction Agent shall assemble Rate Period, all valid Orders submitted or deemed submitted to it obtained by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order") and shall determinespecify with respect to each such Order: (i) the excess name of the total Bidder placing such Order (which shall be the Broker-Dealer (unless otherwise permitted in writing by the Company)); (ii) the aggregate principal amount of Auction Rate Bonds that are subject to such Order; (iii) to the extent that such Bidder is an Existing Holder: (A) the principal amount of Auction Rate Bonds, if any, subject to any Hold Order placed by such Existing Holder; (B) the principal amount of Auction Rate Bonds, if any, subject to any Bid placed by such Existing Holder and the rate specified in such Bid; and (C) the principal amount of Auction Rate Bonds, if any, subject to any Sell Order placed by such Existing Holder; and (iv) to the extent such Bidder is a Potential Holder, the principal amount of Auction Rate Bonds subject to any Bid by such Potential Holder and the rate specified in such Bid. (b) If any rate specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one thousandth (.001) of 1%. (c) If an Order or Orders covering all or a portion of Outstanding Auction Rate Bonds held by an Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the principal amount of Outstanding Auction Rate Bonds held by such Existing Holder and not subject to Orders submitted to the Auction Agent. (d) Neither the Authority, the Company, the Trustee nor the Auction Agent shall be responsible for any failure of a Broker-Dealer to submit an Order to the Auction Agent on behalf of any Existing Holder or Potential Holder. (e) If any Existing Holder submits through a Broker-Dealer to the Auction Agent one or more Orders covering in the aggregate more than the principal amount of Auction Rate Bonds held by such Existing Holder, such Orders shall be considered valid as follows and in the following order of priority: (i) all Hold Orders shall be considered valid, but only up to and including the principal amount of Auction Rate Bonds held by such Existing Holder, and, if the aggregate principal amount of Auction Rate Bonds subject to such Hold Orders exceeds the aggregate principal amount of Outstanding Auction Rate Bonds held by such Existing Holder, the aggregate principal amount of Auction Rate Bonds subject to each such Hold Order shall be reduced pro rata to cover the aggregate principal amount of Outstanding Auction Rate Bonds held by such Existing Holder; (A) any Bid shall be considered valid up to and including the excess of the principal amount of Outstanding Auction Rate Bonds held by such Existing Holder over the aggregate principal amount of Auction Rate Bonds subject to any Hold Orders referred to in paragraph (i) above; (B) subject to clause (A) above, if more than one Bid with the same rate is submitted on behalf of such Existing Holder and the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Hold Orders such Bids is greater than such excess, such Bids shall be considered valid up to and including the amount of such excess, and, the principal amount of Auction Rate Bonds subject to each Bid with the same rate shall be reduced pro rata to cover the principal amount of Auction Rate Bonds equal to such excess; (C) subject to clauses (A) and (B) above, if more than one Bid with different rates is submitted on behalf of such Existing Holder, such Bids shall be considered valid in the ascending order of their respective rates until the highest rate is reached at which such excess being hereinafter referred exists and then at such rate up to as and including the "Available Auction Rate Bonds")amount of such excess; and (iiD) from the Submitted Orders whether in any such event, the aggregate principal amount of Outstanding Auction Rate Bonds Bonds, if any, subject to Submitted any portion of Bids not valid under this paragraph (ii) shall be treated as the subject of a Bid by a Potential Holders specifying one or more rates equal to or lower than Holder at the Maximum Auction Rate exceeds or is equal to the sum of:rate therein specified; and (Aiii) all Sell Orders shall be considered valid up to and including the aggregate excess of the principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids held by such Existing Holders specifying one or more rates higher than the Maximum Auction Rate; and (B) Holder over the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Sell Orders (in the event of such excess or such equality (other than because the sum of the principal amounts of Auction Rate Bonds in clauses (A) and (B) above is zero because all of the Outstanding Auction Rate Bonds are subject to Submitted Hold Orders), such Submitted Bids by Potential Holders are hereinafter referred to collectively as "Sufficient Clearing Bids"); and (iii) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the "Winning Bid Rate") which if: (A) (I) each Submitted Bid from Existing Holders specifying such lowest rate and (II) all other Submitted Bids from Existing Holders specifying lower rates were rejected, thus entitling such Existing Holders to continue to hold the principal amount of Auction Rate Bonds that are the subject to valid Hold Orders referred to in paragraph (i) of such Submitted Bids; andthis subsection (e) and valid Bids referred to in paragraph (ii) of this subsection (e). (Bf) (I) If more than one Bid for Auction Rate Bonds is submitted on behalf of any Potential Holder, each Submitted Bid from Potential Holders specifying such lowest submitted shall be a separate Bid for Auction Rate Bonds with the rate and principal amount therein specified. (IIg) all other Submitted Bids from Potential Holders specifying lower rates were accepted, would result in such Any Bid or Sell Order submitted by an Existing Holders described in clause (A) above continuing to hold Holder covering an aggregate principal amount of Outstanding Auction Rate Bonds which, when added not equal to the $25,000 or an integral multiple thereof shall be rejected and shall be deemed a Hold Order. Any Bid submitted by a Potential Holder covering an aggregate principal amount of Outstanding Auction Rate Bonds not equal to $25,000 or an integral multiple thereof shall be purchased by such Potential Holders described in clause (B) above, would equal not less than the Available Auction Rate Bondsrejected. (bh) Promptly after Any Bid submitted by an Existing Holder or a Potential Holder specifying a rate lower than the Minimum Auction Agent has made the determinations pursuant to subsection (a) of this Section 3.08Rate, the Auction Agent, by telecopy confirmed in writingif any, shall advise be treated as a Bid specifying the Company and the Trustee and the Broker-Dealers of the Maximum Auction Rate and the components thereof on the Auction Date and, based on such determinations, the Auction Rate for the next succeeding Auction Period as follows: (i) if Sufficient Clearing Bids exist, the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Winning Bid Rate so determined; (ii) if Sufficient Clearing Bids do not exist (other than because all of the Outstanding Auction Rate Bonds are the subject of Submitted Hold Orders), the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Maximum Minimum Auction Rate; and (iii) if all of the Auction Rate Bonds are subject to Submitted Hold Orders, the Auction Rate for the next succeeding Auction Period therefor shall be equal to the All Hold Rate.

Auction Rate Period - Auction Rate Bonds. Determination of Sufficient Clearing Bids, Winning Bid Rate and Auction Rate: Determination of Sufficient C.. (a) During an Auction Rate Period not earlier than the Submission Deadline on each Auction Date, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to as a "“Submitted Hold Order," ” a "“Submitted Bid" ” or a "“Submitted Sell Order," ” as the case may be, or as a "“Submitted Order"”) and shall determine: (i) the excess of the total principal amount of Outstanding Auction Rate Bonds over the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Hold Orders (such excess being hereinafter referred to as the "“Available Auction Rate Bonds"”); and (ii) from the Submitted Orders whether the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids by Potential Holders specifying one or more rates equal to or lower than the Maximum Auction Rate exceeds or is equal to the sum of: (A) the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Auction Rate; and (B) the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Sell Orders (in the event of such excess or such equality (other than because the sum of the principal amounts of Auction Rate Bonds in clauses (A) and (B) above is zero because all of the Outstanding Auction Rate Bonds are subject to Submitted Hold Orders), such Submitted Bids by Potential Holders are hereinafter referred to collectively as "“Sufficient Clearing Bids"”); and (iii) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the "“Winning Bid Rate"”) which if: (A) (I) each Submitted Bid from Existing Holders specifying such lowest rate and (II) all other Submitted Bids from Existing Holders specifying lower rates were rejected, thus entitling requiring such Existing Holders to continue to hold the principal amount of Auction Rate Bonds that are the subject of such Submitted Bids; and (B) (I) each Submitted Bid from Potential Holders specifying such lowest rate and (II) all other Submitted Bids from Potential Holders specifying lower rates were accepted, would result in such Existing Holders described in clause (A) above continuing to hold an aggregate principal amount of Outstanding Auction Rate Bonds which, when added to the aggregate principal amount of Outstanding Auction Rate Bonds to be purchased by such Potential Holders described in clause (B) above, would equal not less than the Available Auction Rate Bonds. (b) Promptly after the Auction Agent has made the determinations pursuant to subsection (a) of this Section 3.08, the Auction Agent, by telecopy confirmed in writing, shall advise the Company and Company, the Trustee and the Broker-Dealers of the Maximum Auction Rate and the components thereof on the Auction Date and, based on such determinations, the Auction Rate for the next succeeding Auction Period as follows: (i) if Sufficient Clearing Bids exist, the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Winning Bid Rate so determined; (ii) if Sufficient Clearing Bids do not exist (other than because all of the Outstanding Auction Rate Bonds are the subject of Submitted Hold Orders), the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Maximum Auction Rate; and (iii) if all of the Auction Rate Bonds are subject to Submitted Hold Orders, the Auction Rate for the next succeeding Auction Period therefor shall be equal to the All Hold Rate.

Auction Rate Period - Auction Rate Bonds. Determination Submission of Sufficient Clearing Bids, Winning Bid Rate and Orders by Broker-Dealers to Auction Rate: Determination of Sufficient C.Agent. (a) During an Auction Rate Period not earlier than each Broker-Dealer shall submit in writing to the Auction Agent prior to the Submission Deadline on each Auction Date, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it obtained by the such Broker-Dealers (Dealer, and shall specify with respect to each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order") and shall determine: (i) the excess name of the total principal amount of Outstanding Auction Rate Bonds over the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Hold Orders (Bidder placing such excess being hereinafter referred to as the "Available Auction Rate Bonds"); andOrder; (ii) from the Submitted Orders whether the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids by Potential Holders specifying one or more rates equal to or lower than the Maximum Auction Rate exceeds or is equal to the sum of: (A) the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Auction Rate; and (B) the aggregate principal amount of Outstanding Auction Rate Bonds subject to Submitted Sell Orders (in the event of such excess or such equality (other than because the sum of the principal amounts of Auction Rate Bonds in clauses (A) and (B) above is zero because all of the Outstanding Auction Rate Bonds are subject to Submitted Hold Orders), such Submitted Bids by Potential Holders are hereinafter referred to collectively as "Sufficient Clearing Bids"); and (iii) if Sufficient Clearing Bids exist, the lowest rate specified in the Submitted Bids (the "Winning Bid Rate") which if: (A) (I) each Submitted Bid from Existing Holders specifying such lowest rate and (II) all other Submitted Bids from Existing Holders specifying lower rates were rejected, thus entitling such Existing Holders to continue to hold the principal amount of Auction Rate Bonds that are subject to such Order; (iii) to the extent that such Bidder is an Existing Holder: (A) the principal amount of Auction Rate Bonds, if any, subject to any Hold Order placed by such Existing Holder; (B) the principal amount of Auction Rate Bonds, if any, subject to any Bid placed by such Submitted BidsExisting Holder and the rate specified in such Bid; and (BC) (I) each Submitted Bid from Potential Holders specifying such lowest rate and (II) all other Submitted Bids from Potential Holders specifying lower rates were accepted, would result in such Existing Holders described in clause (A) above continuing to hold an aggregate the principal amount of Outstanding Auction Rate Bonds, if any, subject to any Sell Order placed by such Existing Holder; and (iv) to the extent such Bidder is a Potential Holder, the principal amount of Auction Rate Bonds whichsubject to any Bid placed by such Potential Holder and the rate specified in such Bid. (b) If any rate specified in any Bid contains more than three figures to the right of the decimal point, when added the Auction Agent shall round such rate up to the next highest one thousandth (.001) of 1%. (c) If an Order or Orders covering all Auction Rate Bonds held by an Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the principal amount of Auction Rate Bonds held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if there is a change in the length of the Auction Period or Standard Auction Period in accordance with Section 3.04 hereof or an amendment or supplement to the Indenture or the Participation Agreement in accordance with Section 14.02 or 14.07 hereof, as the case may be, and Orders have not been submitted to the Auction Agent prior to the Submission Deadline covering the aggregate principal amount of Outstanding Auction Rate Bonds that are subject to be purchased by such Potential Holders described change in clause (B) abovethe length of the Auction Period or Standard Auction Period or amendment or supplement, would equal not less than as the Available case may be, the Auction Agent shall deem a Sell Order to have been submitted on behalf of such Existing Holder covering the principal amount of Auction Rate BondsBonds subject to such change or amendment or supplement and not subject to Orders submitted to the Auction Agent. (bd) Promptly after Neither the Authority, the Company, the Trustee nor the Auction Agent has made the determinations pursuant shall be responsible for any failure of a Broker-Dealer to subsection (a) of this Section 3.08, submit an Order to the Auction Agent, by telecopy confirmed in writing, shall advise the Company and the Trustee and the Agent on behalf of any Existing Holder or Potential Holder. (e) If any Existing Holder submits through a Broker-Dealers Dealer to the Auction Agent one or more Orders covering in the aggregate more than the principal amount of the Maximum Auction Rate Bonds held by such Existing Holder, such Orders shall be considered valid as follows and in the components thereof on the Auction Date and, based on such determinations, the Auction Rate for the next succeeding Auction Period as followsfollowing order of priority: (i) all Hold Orders shall be considered valid, but only up to and including the principal amount of Auction Rate Bonds held by such Existing Holder, and, if Sufficient Clearing Bids existthe aggregate principal amount of Auction Rate Bonds subject to such Hold Orders exceeds the aggregate principal amount of Auction Rate Bonds held by such Existing Holder, the aggregate principal amount of Auction Rate for the next succeeding Auction Period therefor Bonds subject to each such Hold Order shall be equal reduced pro rata to cover the Winning Bid aggregate principal amount of Auction Rate so determinedBonds held by such Existing Holder; (ii) if Sufficient Clearing Bids do not exist (other than because all A) any Bid shall be considered valid up to and including the excess of the Outstanding principal amount of Auction Rate Bonds are held by such Existing Holder over the subject aggregate principal amount of Submitted Hold Orders), the Auction Rate for the next succeeding Auction Period therefor shall be equal to the Maximum Auction Rate; and (iii) if all of the Auction Rate Bonds are subject to Submitted any Hold Orders, the Auction Rate for the next succeeding Auction Period therefor shall be equal Orders referred to the All Hold Rate.in paragraph (i) above;