Common use of Auction Rate Clause in Contracts

Auction Rate. (a) DETERMINING THE AUCTION RATE. By purchasing Auction Rate Notes, whether in an Auction or otherwise, each purchaser of the Auction Rate Notes, or its Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (x) to participate in Auctions on the terms described herein, (y) to have its beneficial ownership of the Auction Rate Notes maintained at all times as Book-Entry Notes for the account of its Clearing Agency Participant, which in turn will maintain records of such beneficial ownership and (z) to authorize such Clearing Agency Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request. So long as the ownership of Auction Rate Notes is maintained as Book-Entry Notes by the Clearing Agency, an Existing Owner may sell, transfer or otherwise dispose of Auction Rate Notes only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Auction Rate Notes through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Owner, its Broker-Dealer or its Clearing Agency Participant advises the Auction Agent of such transfer. Auctions shall be conducted on each Auction Date, if there is an Auction Agent on such Auction Date, in the following manner: (i) (A) Prior to the Submission Deadline on each Auction Date; (1) each Existing Owner of Auction Rate Notes may submit to a Broker-Dealer by telephone or otherwise any information as to: a. the principal amount of Outstanding Auction Rate Notes, if any, owned by such Existing Owner which such Existing Owner desires to continue to own without regard to the Auction Note Interest Rate for the next succeeding Auction Period; b. the principal amount of Outstanding Auction Rate Notes, if any, which such Existing Owner offers to sell if the Auction Note Interest Rate for the next succeeding Auction Period shall be less than the rate per annum specified by such Existing Owner; and/or c. the principal amount of Outstanding Auction Rate Notes, if any, owned by such Existing Owner which such Existing Owner offers to sell without regard to the Auction Note Interest Rate for the next succeeding Auction Period; and (2) one or more Broker-Dealers may contact Potential Owners to determine the principal amount of Auction Rate Notes which each Potential Owner offers to purchase, if the Auction Note Interest Rate for the next succeeding Auction Period shall not be less than the rate per annum specified by such Potential Owner. The statement of an Existing Owner or a Potential Owner referred to in (1) or (2) of this paragraph (A) is herein referred to as an "Order," and each Existing Owner and each Potential Owner placing an Order is herein referred to as a "Bidder"; an Order described in clause (1)a. is herein referred to as a "Hold Order"; an Order described in clauses (1)b. and (2) is herein referred to as a "Bid"; and an Order described in clause (1)c. is herein referred to as a "Sell Order."

Auction Rate. (a) DETERMINING THE AUCTION RATEDetermining the Auction Rate. By purchasing Auction Rate Notes, whether in an Auction or otherwise, each purchaser of the Auction Rate Notes, or its Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (x) to participate in Auctions on the terms described herein, (y) to have its beneficial ownership of the Auction Rate Notes maintained at all times as Book-Entry Notes for the account of its Clearing Agency Participant, which in turn will maintain records of such beneficial ownership and (z) to authorize such Clearing Agency Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request. So long as the ownership of Auction Rate Notes is maintained as Book-Entry Notes by the Clearing Agency, an Existing Owner may sell, transfer or otherwise dispose of Auction Rate Notes only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Auction Rate Notes through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Owner, its Broker-Dealer or its Clearing Agency Participant advises the Auction Agent of such transfer. Auctions shall be conducted on each Auction Date, if there is an Auction Agent on such Auction Date, in the following manner: (i) (A) Prior to the Submission Deadline on each Auction Date; (1) each Existing Owner of Auction Rate Notes may submit to a Broker-Dealer by telephone or otherwise any information as to: a. the principal amount of Outstanding Auction Rate Notes, if any, owned by such Existing Owner which such Existing Owner desires to continue to own without regard to the Auction Note Interest Rate for the next succeeding Auction Period; b. the principal amount of Outstanding Auction Rate Notes, if any, which such Existing Owner offers to sell if the Auction Note Interest Rate for the next succeeding Auction Period shall be less than the rate per annum specified by such Existing Owner; and/or c. the principal amount of Outstanding Auction Rate Notes, if any, owned by such Existing Owner which such Existing Owner offers to sell without regard to the Auction Note Interest Rate for the next succeeding Auction Period; and (2) one or more Broker-Dealers may contact Potential Owners to determine the principal amount of Auction Rate Notes which each Potential Owner offers to purchase, if the Auction Note Interest Rate for the next succeeding Auction Period shall not be less than the rate per annum specified by such Potential Owner. The statement of an Existing Owner or a Potential Owner referred to in (1) or (2) of this paragraph (A) is herein referred to as an "Order," and each Existing Owner and each Potential Owner placing an Order is herein referred to as a "Bidder"; an Order described in clause (1)a. is herein referred to as a "Hold Order"; an Order described in clauses (1)b. and (2) is herein referred to as a "Bid"; and an Order described in clause (1)c. is herein referred to as a "Sell Order." (B) (1) Subject to the provisions of Section 2.02(a)(ii) of this Appendix A-2, a Bid by an Existing Owner shall constitute an irrevocable offer to sell: a. the principal amount of Outstanding Auction Rate Notes specified in such Bid if the Auction Note Interest Rate determined as provided in this Section 2.02(a) shall be less than the rate specified therein; or b. such principal amount, or a lesser principal amount of Outstanding Auction Rate Notes to be determined as set forth in Section 2.02(a)(iv)(A)(4) of this Appendix A-2, if the Auction Note Interest Rate determined as provided in this Section 2.02(a) shall be equal to the rate specified therein; or c. such principal amount, or a lesser principal amount of Outstanding Auction Rate Notes to be determined as set forth in Section 2.02(a)(iv)(B)(3) of this Appendix A-2, if the rate specified therein shall be higher than the applicable Maximum Rate and Sufficient Bids have not been made.

Auction Rate. (a) DETERMINING THE AUCTION RATE. By purchasing Auction Rate Notes, whether in an Auction or otherwise, each purchaser of the Auction Rate Notes, or its Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (x) to participate in Auctions on the terms described herein, (y) to have its beneficial ownership of the Auction Rate Notes maintained at all times as in Book-Entry Notes entry Form for the account of its Clearing Agency Participant, which in turn will maintain records of such beneficial ownership and (z) to authorize such Clearing Agency Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request. So long as the ownership of Auction Rate Notes is maintained as in Book-Entry Notes entry Form by the Clearing AgencySecurities Depository, an Existing Owner may sell, transfer or otherwise dispose of Auction Rate Notes only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Auction Rate Notes through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Owner, its Broker-Dealer or its Clearing Agency Participant advises the Auction Agent of such transfer. Auctions shall be conducted on each Auction Date, if there is an Auction Agent on such Auction Date, in the following manner:manner (the Auction Rate Notes Interest Rates shall be determined separately for each Class of the Auction Rate Notes): (i) (A) Prior to the Submission Deadline on each Auction Date; (1) each Existing Owner of Auction Rate Notes may submit to a Broker-Dealer by telephone or otherwise any information as to: a. the principal amount of Outstanding Auction Rate Notes, if any, owned by such Existing Owner which such Existing Owner desires to continue to own without regard to the Auction Note Rate Notes Interest Rate for the next succeeding Auction Period; b. the principal amount of Outstanding Auction Rate Notes, if any, which such Existing Owner offers to sell if the Auction Note Rate Notes Interest Rate for the next succeeding Auction Period shall be less than the rate per annum specified by such Existing Owner; and/or c. the principal amount of Outstanding Auction Rate Notes, if any, owned by such Existing Owner which such Existing Owner offers to sell without regard to the Auction Note Rate Notes Interest Rate for the next succeeding Auction Period; and (2) one or more Broker-Dealers may contact Potential Owners to determine the principal amount of Auction Rate Notes which each Potential Owner offers to purchase, if the Auction Note Rate Notes Interest Rate for the next succeeding Auction Period shall not be less than the rate per annum specified by such Potential Owner. The statement of an Existing Owner or a Potential Owner referred to in (1) or (2) of this paragraph (A) is herein referred to as an "Order," and each Existing Owner and each Potential Owner placing an Order is herein referred to as a "Bidder"; an Order described in clause (1)a. 1)a is herein referred to as a "Hold Order"; an Order described in clauses (1)b. 1)b and (2) is herein referred to as a "Bid"; and an Order described in clause (1)c. 1)c is herein referred to as a "Sell Order." (B) (1) Subject to the provisions of Section 2.02(a)(ii) of this Appendix B, a Bid by an Existing Owner shall constitute an irrevocable offer to sell: a. the principal amount of Outstanding Auction Rate Notes specified in such Bid if the Auction Rate Notes Interest Rate determined as provided in this Section 2.02(a) shall be less than the rate specified therein; or b. such principal amount, or a lesser principal amount of Outstanding Auction Rate Notes to be determined as set forth in Section 2.02(a)(iv)(A)(4) of this Appendix B, if the Auction Rate Notes Interest Rate determined as provided in this Section 2.02(a) shall be equal to the rate specified therein; or c. such principal amount, or a lesser principal amount of Outstanding Auction Rate Notes to be determined as set forth in Section 2.02(a)(iv)(B)(3) of this Appendix B, if the rate specified therein shall be higher than the applicable Maximum Rate and Sufficient Bids have not been made.

Auction Rate. (a) DETERMINING THE AUCTION RATEDetermining the Auction Rate. By purchasing Auction Rate Notes, whether in an Auction or otherwise, each purchaser of the Auction Rate Notes, or its Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (x) to participate in Auctions on the terms described herein, (y) to have its beneficial ownership of the Auction Rate Notes maintained at all times as in Book-Entry Notes entry Form for the account of its Clearing Agency Participant, which in turn will maintain records of such beneficial ownership ownership, and (z) to authorize such Clearing Agency Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request. So long as the ownership of Auction Rate Notes is maintained as in Book-Entry Notes entry Form by the Clearing AgencySecurities Depository, an Existing Owner may sell, transfer or otherwise dispose of Auction Rate Notes only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Auction Rate Notes through a Broker-Dealer, ; provided that, in the case of all transfers other than pursuant to Auctions, such Existing Owner, its Broker-Dealer or its Clearing Agency Participant advises the Auction Agent of such transfer. Auctions shall be conducted on each Auction Date, if there is an Auction Agent on such Auction Date, in the following manner: (i) (A) Prior to the Submission Deadline on each Auction Date; (1) each Existing Owner of Auction Rate Notes may submit to a Broker-Dealer by telephone or otherwise any information as to: a. the principal amount of Outstanding Auction Rate Notes, if any, owned by such Existing Owner which that such Existing Owner desires to continue to own without regard to the Auction Note Interest Rate for the next succeeding Auction Period; b. the principal amount of Outstanding Auction Rate Notes, if any, which that such Existing Owner offers to sell if the Auction Note Interest Rate for the next succeeding Auction Period shall be less than the rate per annum specified by such Existing Owner; and/or c. the principal amount of Outstanding Auction Rate Notes, if any, owned by such Existing Owner which that such Existing Owner offers to sell without regard to the Auction Note Interest Rate for the next succeeding Auction Period; and (2) one or more Broker-Dealers may contact Potential Owners to determine the principal amount of Auction Rate Notes which that each Potential Owner offers to purchase, if the Auction Note Interest Rate for the next succeeding Auction Period shall not be less than the rate per annum specified by such Potential Owner. The statement of an Existing Owner or a Potential Owner referred to in (1) or (2) of this paragraph (A) is herein referred to as an "Order," and each Existing Owner and each Potential Owner placing an Order is herein referred to as a "Bidder"; an Order described in clause (1)a. is herein referred to as a "Hold Order"; an Order described in clauses (1)b. and (2) is herein referred to as a "Bid"; and an Order described in clause (1)c. is herein referred to as a "Sell Order." (B) (1) Subject to the provisions of Section 2.02(a)(ii) of this Appendix A, a Bid by an Existing Owner shall constitute an irrevocable offer to sell: a. the principal amount of Outstanding Auction Rate Notes specified in such Bid if the Auction Note Interest Rate determined as provided in this Section 2.02(a) shall be less than the rate specified therein; or b. such principal amount, or a lesser principal amount of Outstanding Auction Rate Notes to be determined as set forth in Section 2.02(a)(iv)(A)(4) of this Appendix A, if the Auction Note Interest Rate determined as provided in this Section 2.02(a) shall be equal to the rate specified therein; or c. such principal amount, or a lesser principal amount of Outstanding Auction Rate Notes to be determined as set forth in Section 2.02(a)(iv)(B)(3) of this Appendix A, if the rate specified therein shall be higher than the applicable Maximum Rate and Sufficient Bids have not been made.

Auction Rate. (a) SECTION 2.1.1 DETERMINING THE AUCTION RATERATE FOR THE AUCTION RATE CERTIFICATES. By purchasing an Auction Rate NotesCertificate, whether in an Auction or otherwise, each such purchaser of the Auction Rate Notes, or and its Broker-Dealer, must agree and Dealer shall be deemed by such purchase to have agreed (xi) to participate in Auctions on the terms described herein, (yii) to have its beneficial ownership of the Auction Rate Notes Certificates maintained at all times as in Book-Entry Notes for Form through the account of its Clearing Agency Participant, which in turn will maintain records of such beneficial ownership ownership, and (ziii) to authorize such Clearing Agency Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request. So long as the ownership of Auction Rate Notes is maintained as Book-Entry Notes by the Clearing Agency, an An Existing Owner Certificateholder may sell, transfer or otherwise dispose of Auction Rate Notes only Certificates pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Auction Rate Notes through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctionsan Auction, such Existing OwnerCertificateholder, its Broker-Dealer or its Clearing Agency Participant advises shall advise the Auction Agent of such transfer. Auctions shall be conducted on each applicable Auction Date, if there is an Auction Agent on such Auction Date, Date in the following manner: (i) (A) Prior to the Submission Deadline on each related Auction Date;: (1A) each Existing Owner of Auction Rate Notes Certificateholder may submit to a Broker-Dealer (by telephone or otherwise any otherwise) information as to: a. (1) the principal amount of the Outstanding Auction Rate Notes, if any, class owned by such Existing Owner Certificateholder which such Existing Owner Certificateholder desires to continue to own without regard to the Auction Note Interest Rate Spread Amount for such Class for the next succeeding Auction Interest Accrual Period; b. (2) the principal amount of the Outstanding Auction Rate Notes, if any, Class owned by such Existing Certificateholder which such Existing Owner Certificateholder offers to sell if the Auction Note Interest Rate Spread Amount for such Class for the next succeeding Auction related Interest Accrual Period shall be less than the rate per annum Sell Spread Amount specified by such Existing Owner; and/orCertificateholder; c. (3) the principal amount of the Outstanding Auction Rate Notes, if any, Class owned by such Existing Owner Certificateholder which such Existing Owner Certificateholder offers to sell without regard to the Auction Note Interest Rate Spread Amount for such Class for the next succeeding Auction related Interest Accrual Period; andand/or (24) the principal amount of the Outstanding Class that the Existing Certificateholder offers to purchase if the Auction Spread Amount for such Class for the next succeeding related Interest Accrual Period exceeds the Bid Spread Amount specified by such Existing Certificateholder. (B) one or more Broker-Dealers may contact Potential Owners Certificateholders to determine the principal amount of Auction Rate Notes Certificates of the related Class which each Potential Owner Certificateholder offers to purchase, if the Auction Note Interest Rate Spread Amount for such Class for the next succeeding Auction related Interest Accrual Period shall not be less than equals or exceeds the rate per annum Bid Spread Amount specified by such Potential OwnerCertificateholder. The statement of an Existing Owner Certificateholder or a Potential Owner Certificateholder referred to in (1A) or (2B) of this paragraph (Ai) is herein referred to as an "Order," and each Existing Owner Certificateholder and each Potential Owner Certificateholder placing an Order is herein referred to as a "Bidder"; an Order described in clause (1)a. A)(1) is herein referred to as a "Hold Order"; an Order described in clauses (1)b. A)(4) and (2B) is herein referred to as a "Bid"; and an Order described in clause (1)c. A)(2) and (A)(3) is herein referred to as a "Sell Order." (ii) 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 and shall specify with respect to each such Order: (A) the name of the Bidder placing such Order; (B) the aggregate principal amount of the Outstanding Class that are the subject of such Order; (C) if such Bidder is an Existing Certificateholder: (1) the principal amount of the Outstanding Class, if any, subject to any Hold Order placed by such Existing Certificateholder; (2) the principal amount of the Outstanding Class, if any, subject to any Bid placed by such Existing Certificateholder and the Bid Spread Amount specified in such Bid; and (3) the principal amount of the Outstanding Class, if any, subject to any Sell Order placed by such Existing Certificateholder (and the Sell Spread Amount, if any, specified in such Sell Order); and (D) to the extent such Bidder is a Potential Certificateholder, the Bid Spread Amount specified in such Potential Certificateholder's Bid. (iii) The Bid Spread Amount or Sell Spread Amount specified in any Bid or Sell Order, shall be expressed as a percentage and the Auction Agent shall round such Bid Spread Amount or Sell Spread Amount to the nearest one thousandth of one percent. (iv) If an Order or Orders covering all of the Auction Rate Certificates owned by an Existing Certificateholder 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 Certificateholder covering the principal amount of the Certificates owned by such Existing Certificateholder and not subject to an Order submitted to the Auction Agent. (v) None of the Depositor, the Trustee or 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 Certificateholder or Potential Certificateholder. (vi) If any Existing Certificateholder submits one or more Orders covering in the aggregate more than the principal amount of the Outstanding Class owned by such Existing Certificateholder, such Order(s) shall be considered valid as follows and in the following order of priority: (A) All Hold Orders shall be considered valid but only up to the aggregate principal amount of the Outstanding Class owned by such Existing Certificateholder; (1) any Bid shall be considered valid up to an amount equal to the excess of the principal amount of the Outstanding Class owned by such Existing Certificateholder over the aggregate principal amount of such Class subject to any Hold Order referred to in clause (A) of this paragraph (vi); (2) if more than one Bid with different rates is submitted on behalf of such Existing Certificateholder, such Bids shall be considered valid (to the extent of the excess of the principal amount of the Outstanding Class owned by the Existing Certificateholder over the aggregate principal amount of such Class subject to any Hold Order referred to in clause (A) of this paragraph (vi)) first in the ascending order of their respective Bid Spread Amounts until the highest Bid Spread Amount is reached and the amount of such excess is covered; and (3) in any such event, the amount of the Outstanding Class, if any, subject to Bids not valid under this clause (B) shall be treated as the subject of a Bid by a Potential Certificateholder at the Bid Spread Amounts therein specified; and (C) All Sell Orders shall be considered valid up to an amount equal to the excess of the principal amount of the Outstanding Class owned by such Existing Certificateholder over the sum of the aggregate principal amount of such Certificates subject to Hold Orders referred to in clause (A) of this paragraph (vi) and Bids referred to in clause (B) of this paragraph (vi). (vii) If more than one Bid for a Class is submitted on behalf of any Potential Certificateholder, each Bid submitted shall be a separate Bid with the Bid Spread Amounts and principal amount therein specified. (viii) An Existing Certificateholder that offers to purchase additional Certificates of any Class is, for purposes of such offer, treated as a Potential Certificateholder. (ix) Any Bid or Sell Order submitted by an Existing Certificateholder covering an aggregate principal amount of Certificates not equal to an Authorized Denomination shall be rejected and shall be deemed a Hold Order. Any Bid submitted by a Potential Certificateholder covering an aggregate principal amount of a Class not equal to an Authorized Denomination shall be rejected. (x) Any Order submitted in an Auction by a Broker-Dealer to the Auction Agent shall be irrevocable after the Submission Deadline. (i) Not earlier than the Submission Deadline on each Auction Date, the Auction Agent shall assemble all Orders submitted to it by the Broker-Dealers (each such Order as submitted by a Broker-Dealer being herein referred to individually as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order," and collectively as "Submitted Hold Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders") and:

Auction Rate. (a) DETERMINING THE AUCTION RATEDetermining the Auction Rate. By purchasing Auction Rate NotesSecurities, whether in an Auction or otherwise, each purchaser of the Auction Rate NotesSecurities, or its Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (x) to participate in Auctions on the terms described herein, (y) to have its beneficial ownership of the Auction Rate Notes Securities maintained at all times as in Book-Entry Notes entry Form for the account of its Clearing Agency Participant, which in turn will maintain records of such beneficial ownership and (z) to authorize such Clearing Agency Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request. So long as the ownership of Auction Rate Notes Securities is maintained as in Book-Entry Notes entry Form by the Clearing AgencySecurities Depository, an Existing Owner may sell, transfer or otherwise dispose of Auction Rate Notes Securities only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Auction Rate Notes Securities through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Owner, its Broker-Dealer or its Clearing Agency Participant advises the Auction Agent of such transfer. Auctions shall be conducted on each Auction Date, if there is an Auction Agent on such Auction Date, in the following manner: (i) (A) Prior to the Submission Deadline on each Auction Date; (1) each Existing Owner of Auction Rate Notes Securities may submit to a Broker-Dealer by telephone or otherwise any information as to: a. the principal amount of Outstanding Auction Rate NotesSecurities, if any, owned by such Existing Owner which such Existing Owner desires to continue to own without regard to the Auction Note Interest Rate for the next succeeding Auction Period; b. the principal amount of Outstanding Auction Rate NotesSecurities, if any, which such Existing Owner offers to sell if the Auction Note Interest Rate for the next succeeding Auction Period shall be less than the rate per annum specified by such Existing Owner; and/or c. the principal amount of Outstanding Auction Rate NotesSecurities, if any, owned by such Existing Owner which such Existing Owner offers to sell without regard to the Auction Note Interest Rate for the next succeeding Auction Period; and (2) one or more Broker-Dealers may contact Potential Owners to determine the principal amount of Auction Rate Notes Securities which each Potential Owner offers to purchase, if the Auction Note Interest Rate for the next succeeding Auction Period shall not be less than the rate per annum specified by such Potential Owner. The statement of an Existing Owner or a Potential Owner referred to in (1) or (2) of this paragraph (A) is herein referred to as an "Order," and each Existing Owner and each Potential Owner placing an Order is herein referred to as a "Bidder"; an Order described in clause (1)a. is herein referred to as a "Hold Order"; an Order described in clauses (1)b. and (2) is herein referred to as a "Bid"; and an Order described in clause (1)c. is herein referred to as a "Sell Order." (B) (1) Subject to the provisions of Section 2.02(a)(ii) of this Appendix A, a Bid by an Existing Owner shall constitute an irrevocable offer to sell: a. the principal amount of Outstanding Auction Rate Securities specified in such Bid if the Auction Note Interest Rate determined as provided in this Section 2.02(a) shall be less than the rate specified therein; or b. such principal amount, or a lesser principal amount of Outstanding Auction Rate Securities to be determined as set forth in Section 2.02(a)(iv)(A)(4) of this Appendix A, if the Auction Note Interest Rate determined as provided in this Section 2.02(a) shall be equal to the rate specified therein; or c. such principal amount, or a lesser principal amount of Outstanding Auction Rate Securities to be determined as set forth in Section 2.02(a)(iv)(B)(3) of this Appendix A, if the rate specified therein shall be higher than the applicable Maximum Rate and Sufficient Bids have not been made.