Common use of Orders by Existing Owners and Potential Owners Clause in Contracts

Orders by Existing Owners and Potential Owners. (a) Prior to the Broker-Dealer Deadline for each Series of Notes on each Auction Date: (i) each Existing Owner may submit to a Broker-Dealer, in writing or by such other method as shall be reasonably acceptable to such Broker-Dealer, one or more Orders as to: (A) the principal amount of Notes, if any, held by such Existing Owner which such Existing Owner commits to continue to hold for the next succeeding Auction Period without regard to the Auction Rate for such Auction Period, (B) the principal amount of Notes, if any, held by such Existing Owner which such Existing Owner commits to continue to hold for the next succeeding Auction Period if the Auction Rate for the next succeeding Auction Period is not less than the rate per annum specified in such Order (and if the Auction Rate is less than such specified rate, the effect of the Order shall be as set forth in paragraph (b)(i)(A) of this Section), and/or (C) the principal amount of Notes, if any, held by such Existing Owner which such Existing Owner offers to sell on the first Business Day of the next succeeding Auction Period (or on the same day in the case of a daily Auction Period) without regard to the Auction Rate for the next succeeding Auction Period; and (ii) each Potential Owner may submit to a Broker-Dealer, in writing or by such other method as shall be reasonably acceptable to such Broker-Dealer, an Order as to the principal amount of Notes, which each such Potential Owner offers to purchase if the Auction Rate for the next succeeding Auction Period is not less than the rate per annum then specified by such Potential Owner. For the purposes of the Auction Procedures an Order containing the information referred to in clause (i)(A) above is referred to as a “Hold Order,” an Order containing the information referred to in clause (i)(B) or (ii) above is referred to as a “Bid,” and an Order containing the information referred to in clause (i)(C) above is referred to as a “Sell Order.” No Auction Desk of a Broker-Dealer shall accept as an Order a submission (whether received from an Existing Owner or a Potential Owner or generated by the Broker-Dealer for its own account) which does not conform to the requirements of the Auction Procedures, including, but not limited to, submissions which are not in Authorized Denominations, specify a rate which contains more than three figures to the right of the decimal point or specify an amount greater than the amount of Outstanding Notes. No Auction Desk of a Broker-Dealer shall accept a Bid or Sell Order which is conditioned on being filled in whole or a Bid which does not specify a specific interest rate. (i) A Bid by an Existing Owner shall constitute an offer to sell on the first Business Day of the next succeeding Auction Period (or the same day in the case of a daily Auction Period): (A) the principal amount of Notes specified in such Bid if the Auction Rate for the next succeeding Auction Period shall be less than the rate specified in such Bid; or (B) such principal amount or a lesser principal amount of Notes to be determined as described in subsection (a)(v) of Section 2.05 hereof if the Auction Rate for the next succeeding Auction Period shall be equal to such specified rate; or (C) a lesser principal amount of Notes to be determined as described in subsection (b)(iv) of Section 2.05 hereof if such specified rate shall be higher than the Maximum Rate and Sufficient Clearing Bids do not exist. (ii) A Sell Order by an Existing Owner shall constitute an offer to sell: (A) the principal amount of Notes specified in such Sell Order; or (B) such principal amount or a lesser principal amount of Notes as described in subsection (b)(iv) of Section 2.05 hereof if Sufficient Clearing Bids do not exist. (iii) A Bid by a Potential Owner shall constitute an offer to purchase: (A) the principal amount of Notes specified in such Bid if the Auction Rate for the next succeeding Auction Period shall be higher than the rate specified therein; or (B) such principal amount or a lesser principal amount of Notes as described in subsection (a)(vi) of Section 2.05 hereof if the Auction Rate for the next succeeding Auction Period shall be equal to such specified rate.

Orders by Existing Owners and Potential Owners. (a) Prior to the Broker-Dealer Submission Deadline for each Series of Notes on each Auction Date: (i) each Existing Owner may submit to a Broker-Dealer, in writing or by such other method as shall be reasonably acceptable to such Broker-Dealer, one or more Orders information as to: (A) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably commits to continue to hold for the next succeeding Auction Rate Period without regard to the rate determined by the Auction Rate Procedures for such Auction Rate Period, (B) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably commits to continue to hold for the next succeeding Auction Rate Period if the rate determined by the Auction Procedures for such Auction Rate for the next succeeding Auction Period is shall not be less than the rate per annum then specified in by such Order Existing Owner (and which such Existing Owner irrevocably offers to sell on the succeeding Interest Payment Date (or the same day in the case of a daily Auction Rate Period) if the rate determined by the Auction Procedures for the succeeding Auction Rate is Period shall be less than the rate per annum then specified by such specified rate, the effect of the Order shall be as set forth in paragraph (b)(i)(A) of this SectionExisting Owner), and/or (C) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably offers to sell on the first Business Day of the next succeeding Auction Period Interest Payment Date (or on the same day in the case of a daily Auction Rate Period) without regard to the rate determined by the Auction Procedures for the succeeding Auction Rate for the next succeeding Auction Period; and (ii) each Potential Owner may submit for the purpose of implementing the Auctions and thereby to a achieve the lowest possible interest rate on the Bonds, the Broker-DealerDealers shall contact Potential Owners, in writing or by such other method as shall be reasonably acceptable including Persons that are Existing Owners, to such Broker-Dealer, an Order as to determine the principal amount of NotesBonds, if any, which each such Potential Owner irrevocably offers to purchase if the rate determined by the Auction Procedures for the succeeding Auction Rate for the next succeeding Auction Period is not less than the rate per annum then specified by such Potential Owner. For the purposes of the Auction Procedures hereof an Order containing the information referred to in clause (i)(A) above is herein referred to as a “Hold Order,” ”, an Order containing the information referred to in clause (i)(B) or (ii) above is herein referred to as a “Bid,” ”, and an Order containing the information referred to in clause (i)(C) above is herein referred to as a “Sell Order.” No Auction Desk of a Broker-Dealer shall accept as an Order a submission (whether received from an Existing Owner or a Potential Owner or generated by the Broker-Dealer for its own account) which does not conform to the requirements of the Auction Procedures, including, but not limited to, submissions which are not in Authorized Denominations, specify a rate which contains more than three figures to the right of the decimal point or specify an amount greater than the amount of Outstanding Notes. No Auction Desk of a Broker-Dealer shall accept a Bid or Sell Order which is conditioned on being filled in whole or a Bid which does not specify a specific interest rate.” (i) A Subject to the provisions of Section 2.03 of this Exhibit D, a Bid by an Existing Owner shall constitute an irrevocable offer to sell on the first Business Day of the next succeeding Auction Period (or the same day in the case of a daily Auction Period):sell: (A) the principal amount of Notes Bonds specified in such Bid if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be less than the rate specified in such Bidtherein; or (B) such principal amount or a lesser principal amount of Notes Bonds to be determined as described set forth in subsection (a)(v) of Section 2.05 hereof if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be equal to such specified rate; or (C) a lesser principal amount of Notes Bonds to be determined as described set forth in subsection (b)(iv) of Section 2.05 hereof if such specified rate shall be higher than the Maximum Auction Rate and Sufficient Clearing Bids do not exist. (ii) A Subject to the provisions of Section 2.03 of this Exhibit D, a Sell Order by an Existing Owner shall constitute an irrevocable offer to sell: (A) the principal amount of Notes Bonds specified in such Sell Order; or (B) such principal amount or a lesser principal amount of Notes Bonds as described set forth in subsection (b)(iv) of Section 2.05 hereof if Sufficient Clearing Bids do not exist. (iii) A Subject to the provisions of Section 2.03 of this Exhibit D, a Bid by a Potential Owner shall constitute an irrevocable offer to purchase: (A) the principal amount of Notes Bonds specified in such Bid if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be higher than the rate specified therein; or (B) such principal amount or a lesser principal amount of Notes Bonds as described set forth in subsection (a)(vi) of Section 2.05 hereof if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be equal to such specified rate. (c) Anything herein to the contrary notwithstanding: (i) for purposes of any Auction, any Order which specifies Bonds to be held, purchased or sold in a principal amount which is not $5,000 or an integral multiple thereof shall be rounded down to the nearest $5,000, and the Auction Agent shall conduct the Auction Procedures as if such Order had been submitted in such lower amount; (ii) for purposes of any Auction other than during a daily Auction Rate Period, any portion of an Order of an Existing Owner which relates to a Bond which has been called for redemption on or prior to the Interest Payment Date succeeding such Auction shall be invalid with respect to such portion and the Auction Agent shall conduct the Auction Procedures as if such portion of such Order had not been submitted; (iii) for purposes of any Auction other than during a daily Auction Rate Period, no portion of a Bond which has been called for redemption on or prior to the Interest Payment Date succeeding such Auction shall be included in the calculation of Available Bonds for such Auction; and (iv) the Auction Procedures shall be suspended during the period commencing on the date of the Auction Agent’s receipt of notice from the Trustee or the Issuer of the occurrence of a Payment Default but shall resume two Business Days after the date on which the Auction Agent receives notice from the Trustee that such Payment Default has been waived or cured, with the next Auction to occur on the next regularly scheduled Auction Date occurring thereafter.

Orders by Existing Owners and Potential Owners. (a) Prior to the Broker-Dealer Deadline for each Series of Notes Bonds on each Auction Date: (i1) each Existing Owner may submit to a Broker-Dealer, in writing or by such other method as shall be reasonably acceptable to such Broker-Dealer, one or more Orders as to: (Ai) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner commits to continue to hold for the next succeeding Auction Period without regard to the Auction Rate for such Auction Period, (Bii) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner commits to continue to hold for the next succeeding Auction Period if the Auction Rate for the next succeeding Auction Period is not less than the rate per annum specified in such Order (and if the Auction Rate is less than such specified rate, the effect of the Order shall be as set forth in paragraph (b)(i)(A) of this Section), and/or (Ciii) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner offers to sell on the first Business Day of the next succeeding Auction Period (or on the same day in the case of a daily Auction Period) without regard to the Auction Rate for the next succeeding Auction Period; and (ii2) each Potential Owner may submit to a Broker-Dealer, in writing or by such other method as shall be reasonably acceptable to such Broker-Dealer, an Order as to the principal amount of NotesBonds, which each such Potential Owner offers to purchase if the Auction Rate for the next succeeding Auction Period is not less than the rate per annum then specified by such Potential Owner. For the purposes of the Auction Procedures an Order containing the information referred to in clause (i)(A) above is referred to as a “Hold Order,” an Order containing the information referred to in clause (i)(B) or (ii) above is referred to as a “Bid,” and an Order containing the information referred to in clause (i)(C) above is referred to as a “Sell Order.” No Auction Desk of a Broker-Dealer shall accept as an Order a submission (whether received from an Existing Owner or a Potential Owner or generated by the Broker-Dealer for its own account) which does not conform to the requirements of the Auction Procedures, including, but not limited to, submissions which are not in Authorized Denominations, specify a rate which contains more than three figures to the right of the decimal point or specify an amount greater than the amount of Outstanding NotesBonds. No Auction Desk of a Broker-Dealer shall accept a Bid or Sell Order which is conditioned on being filled in whole or a Bid which does not specify a specific interest rate. (i1) A Bid by an Existing Owner shall constitute an offer to sell on the first Business Day of the next succeeding Auction Period (or the same day in the case of a daily Auction Period): (Ai) the principal amount of Notes Bonds specified in such Bid if the Auction Rate for the next succeeding Auction Period shall be less than the rate specified in such Bid; or (Bii) such principal amount or a lesser principal amount of Notes Bonds to be determined as described in subsection (a)(v) of Section 2.05 hereof if the Auction Rate for the next succeeding Auction Period shall be equal to such specified rate; or (Ciii) a lesser principal amount of Notes Bonds to be determined as described in subsection (b)(iv) of Section 2.05 hereof if such specified rate shall be higher than the Maximum Rate and Sufficient Clearing Bids do not exist. (ii2) A Sell Order by an Existing Owner shall constitute an offer to sell: (Ai) the principal amount of Notes Bonds specified in such Sell Order; or (Bii) such principal amount or a lesser principal amount of Notes Bonds as described in subsection (b)(iv) of Section 2.05 hereof if Sufficient Clearing Bids do not exist. (iii3) A Bid by a Potential Owner shall constitute an offer to purchase: (Ai) the principal amount of Notes Bonds specified in such Bid if the Auction Rate for the next succeeding Auction Period shall be higher than the rate specified therein; or (Bii) such principal amount or a lesser principal amount of Notes Bonds as described in subsection (a)(vi) of Section 2.05 hereof if the Auction Rate for the next succeeding Auction Period shall be equal to such specified rate. (c) Anything herein to the contrary notwithstanding: (1) If an Order or Orders covering all of the Bonds of a particular Series held by an Existing Owner is not submitted to the Broker-Dealer of record for such Existing Owner prior to the Broker-Dealer Deadline, such Broker-Dealer shall deem a Hold Order to have been submitted on behalf of such Existing Owner covering the principal amount of Bonds held by such Existing Owner and not subject to Orders submitted to such Broker-Dealer; provided, however, that if there is a conversion from one Auction Period to a longer Auction Period and Orders have not been submitted to such Broker-Dealer prior to the Broker-Dealer Deadline covering the aggregate principal amount of Bonds of a particular Series to be converted held by such Existing Owner, such Broker-Dealer shall deem a Sell Order to have been submitted on behalf of such Existing Owner covering the principal amount of Bonds to be converted held by such Existing Owner not subject to Orders submitted to such Broker-Dealer. (2) for purposes of any Auction, any Order by any Existing Owner or Potential Owner shall be revocable until the Broker-Dealer Deadline, and after the Broker-Dealer Deadline, all such Orders shall be irrevocable, except as provided in Sections 2.02(e)(ii) and 2.02(f); and (3) for purposes of any Auction other than during a daily Auction Period, any Bonds sold or purchased pursuant to subsection (b)(i), (ii) or (iii) above shall be sold or purchased at a price equal to 100% of the principal amount thereof; provided that, for purposes of any Auction during a daily Auction Period, such sale or purchase price shall be 100% of the principal amount thereof plus accrued interest to the date of sale or purchase.

Orders by Existing Owners and Potential Owners. (a) Prior to the Broker-Dealer Submission Deadline for each Series of Notes on each Auction Date: (i) each Existing Owner may submit to a Broker-Dealer, in writing or by such other method as shall be reasonably acceptable to such Broker-Dealer, one or more Orders information as to: (A) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably commits to continue to hold for the next succeeding Auction Period without regard to the rate determined by the Auction Rate Procedures for such Auction Period, (B) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably commits to continue to hold for the next succeeding Auction Period if the rate determined by the Auction Rate Procedures for such Auction Period shall not be less than the rate per annum then specified by such Existing Owner (and which such Existing Owner irrevocably offers to sell on the next succeeding Auction Date (or the same day in the case of a daily Auction Period) if the rate determined by the Auction Procedures for the next succeeding Auction Period is not shall be less than the rate per annum then specified in by such Order (and if the Auction Rate is less than such specified rate, the effect of the Order shall be as set forth in paragraph (b)(i)(A) of this SectionExisting Owner), and/or (C) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably offers to sell on the first Business Day of the next succeeding Auction Period Date (or on the same day in the case of a daily Auction Period) without regard to the rate determined by the Auction Rate Procedures for the next succeeding Auction Period; and (ii) each Potential Owner may submit for the purpose of implementing the Auctions and thereby to a achieve the lowest possible interest rate on the Bonds, the Broker-DealerDealers shall contact Potential Owners, in writing or by such other method as shall be reasonably acceptable including Persons that are Existing Owners, to such Broker-Dealer, an Order as to determine the principal amount of NotesBonds, if any, which each such Potential Owner irrevocably offers to purchase if the rate determined by the Auction Rate Procedures for the next succeeding Auction Period is not less than the rate per annum then specified by such Potential Owner. For the purposes of the Auction Procedures hereof an Order containing the information referred to in clause (i)(A) above is herein referred to as a “Hold Order,” an Order containing the information referred to in clause (i)(B) or (ii) above is herein referred to as a “Bid,” and an Order containing the information referred to in clause (i)(C) above is herein referred to as a “Sell Order.” No Auction Desk of a Broker-Dealer shall accept as an Order a submission (whether received from an Existing Owner or a Potential Owner or generated by the Broker-Dealer for its own account) which does not conform to the requirements of the Auction Procedures, including, but not limited to, submissions which are not in Authorized Denominations, specify a rate which contains more than three figures to the right of the decimal point or specify an amount greater than the amount of Outstanding Notes. No Auction Desk of a Broker-Dealer shall accept a Bid or Sell Order which is conditioned on being filled in whole or a Bid which does not specify a specific interest rate.” (i) A Subject to the provisions of Section 2.03 of this Exhibit C, a Bid by an Existing Owner shall constitute an irrevocable offer to sell on the first Business Day of the next succeeding Auction Period (or the same day in the case of a daily Auction Period):sell: (A) the principal amount of Notes Bonds specified in such Bid if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be less than the rate specified in such Bidtherein; or (B) such principal amount or a lesser principal amount of Notes Bonds to be determined as described set forth in subsection (a)(v) of Section 2.05 hereof of this Exhibit C if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be equal to such specified rate; or (C) a lesser principal amount of Notes Bonds to be determined as described set forth in subsection (b)(iv) of Section 2.05 hereof of this Exhibit C if such specified rate shall be higher than the Maximum Interest Rate and Sufficient Clearing Bids do not exist. (ii) A Subject to the provisions of Section 2.03 of this Exhibit C, a Sell Order by an Existing Owner shall constitute an irrevocable offer to sell: (A) the principal amount of Notes Bonds specified in such Sell Order; or (B) such principal amount or a lesser principal amount of Notes Bonds as described set forth in subsection (b)(iv) of Section 2.05 hereof of this Exhibit C if Sufficient Clearing Bids do not exist. (iii) A Subject to the provisions of Section 2.03 of this Exhibit C, a Bid by a Potential Owner shall constitute an irrevocable offer to purchase: (A) the principal amount of Notes Bonds specified in such Bid if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be higher than the rate specified therein; or (B) such principal amount or a lesser principal amount of Notes Bonds as described set forth in subsection (a)(vi) of Section 2.05 hereof of this Exhibit C if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be equal to such specified rate.

Orders by Existing Owners and Potential Owners. (a) Prior to the Broker-Dealer Submission Deadline for each Series of Notes on each Auction Date: (i) each Existing Owner may submit to a Broker-Dealer, in writing or by such other method as shall be reasonably acceptable to such Broker-Dealer, one or more Orders information as to: (A) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably commits to continue to hold for the next succeeding Auction Rate Period without regard to the rate determined by the Auction Rate Procedures for such Auction Rate Period, (B) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably commits to continue to hold for the next succeeding Auction Rate Period if the rate determined by the Auction Procedures for such Auction Rate for the next succeeding Auction Period is shall not be less than the rate per annum then specified in by such Order Existing Owner (and which such Existing Owner irrevocably offers to sell on the succeeding Interest Payment Date (or the same day in the case of a daily Auction Rate Period) if the rate determined by the Auction Procedures for the succeeding Auction Rate is Period shall be less than the rate per annum then specified by such specified rate, the effect of the Order shall be as set forth in paragraph (b)(i)(A) of this SectionExisting Owner), and/or (C) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably offers to sell on the first Business Day of the next succeeding Auction Period Interest Payment Date (or on the same day in the case of a daily Auction Rate Period) without regard to the rate determined by the Auction Procedures for the succeeding Auction Rate for the next succeeding Auction Period; and (ii) each Potential Owner may submit for the purpose of implementing the Auctions and thereby to a achieve the lowest possible interest rate on the Bonds, the Broker-DealerDealers shall contact Potential Owners, in writing or by such other method as shall be reasonably acceptable including Persons that are Existing Owners, to such Broker-Dealer, an Order as to determine the principal amount of NotesBonds, if any, which each such Potential Owner irrevocably offers to purchase if the rate determined by the Auction Procedures for the succeeding Auction Rate for the next succeeding Auction Period is not less than the rate per annum then specified by such Potential Owner. For the purposes of the Auction Procedures hereof an Order containing the information referred to in clause (i)(A) above is herein referred to as a “Hold Order,” ”, an Order containing the information referred to in clause (i)(B) or (ii) above is herein referred to as a “Bid,” ”, and an Order containing the information referred to in clause (i)(C) above is herein referred to as a “Sell Order.” No Auction Desk of a Broker-Dealer shall accept as an Order a submission ” (whether received from an Existing Owner or a Potential Owner or generated by the Broker-Dealer for its own accountb) which does not conform to the requirements of the Auction Procedures, including, but not limited to, submissions which are not in Authorized Denominations, specify a rate which contains more than three figures to the right of the decimal point or specify an amount greater than the amount of Outstanding Notes. No Auction Desk of a Broker-Dealer shall accept a Bid or Sell Order which is conditioned on being filled in whole or a Bid which does not specify a specific interest rate. (i) A Subject to the provisions of Section 2.03 of this Exhibit D, a Bid by an Existing Owner shall constitute an offer to sell on the first Business Day of the next succeeding Auction Period (or the same day in the case of a daily Auction Period): (A) the principal amount of Notes specified in such Bid if the Auction Rate for the next succeeding Auction Period shall be less than the rate specified in such Bid; or (B) such principal amount or a lesser principal amount of Notes to be determined as described in subsection (a)(v) of Section 2.05 hereof if the Auction Rate for the next succeeding Auction Period shall be equal to such specified rate; or (C) a lesser principal amount of Notes to be determined as described in subsection (b)(iv) of Section 2.05 hereof if such specified rate shall be higher than the Maximum Rate and Sufficient Clearing Bids do not exist. (ii) A Sell Order by an Existing Owner shall constitute an irrevocable offer to sell: (A) the principal amount of Notes specified in such Sell Order; or (B) such principal amount or a lesser principal amount of Notes as described in subsection (b)(iv) of Section 2.05 hereof if Sufficient Clearing Bids do not exist. (iii) A Bid by a Potential Owner shall constitute an offer to purchase: (A) the principal amount of Notes Bonds specified in such Bid if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be higher less than the rate specified therein; or (B) such principal amount or a lesser principal amount of Notes Bonds to be determined as described set forth in subsection (a)(via)(v) of Section 2.05 hereof if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be equal to such specified rate; or (C) a lesser principal amount of Bonds to be determined as set forth in subsection (b)(iv) of Section 2.05 hereof if such specified rate shall be higher than the Maximum Auction Rate and Sufficient Clearing Bids do not exist.

Orders by Existing Owners and Potential Owners. (a) Prior to the Broker-Dealer Submission Deadline for each Series of Notes on each Auction Date: (i) each Existing Owner may submit to a Broker-Dealer, in writing or by such other method as shall be reasonably acceptable to such Broker-Dealer, one or more Orders information as to: (A) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably commits to continue to hold for the next succeeding Auction Rate Period without regard to the rate determined by the Auction Rate Procedures for such Auction Rate Period, (B) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably commits to continue to hold for the next succeeding Auction Rate Period if the rate determined by the Auction Procedures for such Auction Rate for the next succeeding Auction Period is shall not be less than the rate per annum then specified in by such Order Existing Owner (and which such Existing Owner irrevocably offers to sell on the succeeding Interest Payment Date (or the same day in the case of a daily Auction Rate Period) if the rate determined by the Auction Procedures for the succeeding Auction Rate is Period shall be less than the rate per annum then specified by such specified rate, the effect of the Order shall be as set forth in paragraph (b)(i)(A) of this SectionExisting Owner), and/or (C) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably offers to sell on the first Business Day of the next succeeding Auction Period Interest Payment Date (or on the same day in the case of a daily Auction Rate Period) without regard to the rate determined by the Auction Procedures for the succeeding Auction Rate for the next succeeding Auction Period; and (ii) each Potential Owner may submit for the purpose of implementing the Auctions and thereby to a achieve the lowest possible interest rate on the Bonds, the Broker-DealerDealers shall contact Potential Owners, in writing or by such other method as shall be reasonably acceptable including Persons that are Existing Owners, to such Broker-Dealer, an Order as to determine the principal amount of NotesBonds, if any, which each such Potential Owner irrevocably offers to purchase if the rate determined by the Auction Procedures for the succeeding Auction Rate for the next succeeding Auction Period is not less than the rate per annum then specified by such Potential Owner. For the purposes of the Auction Procedures hereof an Order containing the information referred to in clause (i)(A) above is herein referred to as a “Hold Order,” ”, an Order containing the information referred to in clause (i)(B) or (ii) above is herein referred to as a “Bid,” ”, and an Order containing the information referred to in clause (i)(C) above is herein referred to as a “Sell Order.” No Auction Desk of a Broker-Dealer shall accept as an Order a submission D-7 (whether received from an Existing Owner or a Potential Owner or generated by the Broker-Dealer for its own accountb) which does not conform to the requirements of the Auction Procedures, including, but not limited to, submissions which are not in Authorized Denominations, specify a rate which contains more than three figures to the right of the decimal point or specify an amount greater than the amount of Outstanding Notes. No Auction Desk of a Broker-Dealer shall accept a Bid or Sell Order which is conditioned on being filled in whole or a Bid which does not specify a specific interest rate. (i) A Subject to the provisions of Section 2.03 of this Exhibit D, a Bid by an Existing Owner shall constitute an offer to sell on the first Business Day of the next succeeding Auction Period (or the same day in the case of a daily Auction Period): (A) the principal amount of Notes specified in such Bid if the Auction Rate for the next succeeding Auction Period shall be less than the rate specified in such Bid; or (B) such principal amount or a lesser principal amount of Notes to be determined as described in subsection (a)(v) of Section 2.05 hereof if the Auction Rate for the next succeeding Auction Period shall be equal to such specified rate; or (C) a lesser principal amount of Notes to be determined as described in subsection (b)(iv) of Section 2.05 hereof if such specified rate shall be higher than the Maximum Rate and Sufficient Clearing Bids do not exist. (ii) A Sell Order by an Existing Owner shall constitute an irrevocable offer to sell: (A) the principal amount of Notes specified in such Sell Order; or (B) such principal amount or a lesser principal amount of Notes as described in subsection (b)(iv) of Section 2.05 hereof if Sufficient Clearing Bids do not exist. (iii) A Bid by a Potential Owner shall constitute an offer to purchase: (A) the principal amount of Notes Bonds specified in such Bid if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be higher less than the rate specified therein; or (B) such principal amount or a lesser principal amount of Notes Bonds to be determined as described set forth in subsection (a)(via)(v) of Section 2.05 hereof if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be equal to such specified rate; or (C) a lesser principal amount of Bonds to be determined as set forth in subsection (b)(iv) of Section 2.05 hereof if such specified rate shall be higher than the Maximum Auction Rate and Sufficient Clearing Bids do not exist.

Orders by Existing Owners and Potential Owners. (a) Prior to the Broker-Dealer Deadline for each Series of Notes Bonds on each Auction Date: (i) each Existing Owner may submit to a Broker-Dealer, in writing or by such other method as shall be reasonably acceptable to such Broker-Dealer, one or more Orders as to: (A) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner commits to continue to hold for the next succeeding Auction Period without regard to the Auction Rate for such Auction Period, (B) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner commits to continue to hold for the next succeeding Auction Period if the Auction Rate for the next succeeding Auction Period is not less than the rate per annum specified in such Order (and if the Auction Rate is less than such specified rate, the effect of the Order shall be as set forth in paragraph (b)(i)(A) of this Section), and/or (C) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner offers to sell on the first Business Day of the next succeeding Auction Period (or on the same day in the case of a daily Auction Period) without regard to the Auction Rate for the next succeeding Auction Period; and (ii) each Potential Owner may submit to a Broker-Dealer, in writing or by such other method as shall be reasonably acceptable to such Broker-Dealer, an Order as to the principal amount of NotesBonds, which each such Potential Owner offers to purchase if the Auction Rate for the next succeeding Auction Period is not less than the rate per annum then specified by such Potential Owner. For the purposes of the Auction Procedures an Order containing the information referred to in clause (i)(A) above is referred to as a “Hold Order,” an Order containing the information referred to in clause (i)(B) or (ii) above is referred to as a “Bid,” and an Order containing the information referred to in clause (i)(C) above is referred to as a “Sell Order.” No Auction Desk of a Broker-Dealer shall accept as an Order a submission (whether received from an Existing Owner or a Potential Owner or generated by the Broker-Dealer for its own account) which does not conform to the requirements of the Auction Procedures, including, but not limited to, submissions which are not in Authorized Denominations, specify a rate which contains more than three figures to the right of the decimal point or specify an amount greater than the amount of Outstanding NotesBonds. No Auction Desk of a Broker-Dealer shall accept a Bid or Sell Order which is conditioned on being filled in whole or a Bid which does not specify a specific interest rate. (i) A Bid by an Existing Owner shall constitute an offer to sell on the first Business Day of the next succeeding Auction Period (or the same day in the case of a daily Auction Period): (A) the principal amount of Notes Bonds specified in such Bid if the Auction Rate for the next succeeding Auction Period shall be less than the rate specified in such Bid; or (B) such principal amount or a lesser principal amount of Notes Bonds to be determined as described in subsection (a)(v) of Section 2.05 hereof if the Auction Rate for the next succeeding Auction Period shall be equal to such specified rate; or (C) a lesser principal amount of Notes Bonds to be determined as described in subsection (b)(iv) of Section 2.05 hereof if such specified rate shall be higher than the Maximum Rate and Sufficient Clearing Bids do not exist. (ii) A Sell Order by an Existing Owner shall constitute an offer to sell: (A) the principal amount of Notes Bonds specified in such Sell Order; or (B) such principal amount or a lesser principal amount of Notes Bonds as described in subsection (b)(iv) of Section 2.05 hereof if Sufficient Clearing Bids do not exist. (iii) A Bid by a Potential Owner shall constitute an offer to purchase: (A) the principal amount of Notes Bonds specified in such Bid if the Auction Rate for the next succeeding Auction Period shall be higher than the rate specified therein; or (B) such principal amount or a lesser principal amount of Notes Bonds as described in subsection (a)(vi) of Section 2.05 hereof if the Auction Rate for the next succeeding Auction Period shall be equal to such specified rate. (c) Anything herein to the contrary notwithstanding: (i) If an Order or Orders covering all of the Bonds of a particular Series held by an Existing Owner is not submitted to the Broker-Dealer of record for such Existing Owner prior to the Broker-Dealer Deadline, such Broker-Dealer shall deem a Hold Order to have been submitted on behalf of such Existing Owner covering the principal amount of Bonds held by such Existing Owner and not subject to Orders submitted to such Broker-Dealer; provided, however, that if there is a conversion from one Auction Period to a longer Auction Period and Orders have not been submitted to such Broker-Dealer prior to the Broker-Dealer Deadline covering the aggregate principal amount of Bonds of a particular Series to be converted held by such Existing Owner, such Broker-Dealer shall deem a Sell Order to have been submitted on behalf of such Existing Owner covering the principal amount of Bonds to be converted held by such Existing Owner not subject to Orders submitted to such Broker-Dealer. (ii) for purposes of any Auction, any Order by any Existing Owner or Potential Owner shall be revocable until the Broker-Dealer Deadline, and after the Broker-Dealer Deadline, all such Orders shall be irrevocable, except as provided in Sections 2.02(e)(ii) and 2.02(f); and (iii) for purposes of any Auction other than during a daily Auction Period, any Bonds sold or purchased pursuant to subsection (b)(i), (ii) or (iii) above shall be sold or purchased at a price equal to 100% of the principal amount thereof; provided that, for purposes of any Auction during a daily Auction Period, such sale or purchase price shall be 100% of the principal amount thereof plus accrued interest to the date of sale or purchase.

Orders by Existing Owners and Potential Owners. (a) Prior to the Broker-Dealer Submission Deadline for each Series of Notes on each Auction Date: (i) each Existing Owner may submit to a Broker-Dealer, in writing or by such other method as shall be reasonably acceptable to such Broker-Dealer, one or more Orders information as to: (A) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably commits to continue to hold for the next succeeding Auction Period without regard to the rate determined by the Auction Rate Procedures for such Auction Period, (B) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably commits to continue to hold for the next succeeding Auction Period if the rate determined by the Auction Rate Procedures for such Auction Period shall not be less than the rate per annum then specified by such Existing Owner (and which such Existing Owner irrevocably offers to sell on the next succeeding Interest Payment Date (or the same day in the case of a daily Auction Period) if the rate determined by the Auction Procedures for the next succeeding Auction Period is not shall be less than the rate per annum then specified in by such Order (and if the Auction Rate is less than such specified rate, the effect of the Order shall be as set forth in paragraph (b)(i)(A) of this SectionExisting Owner), and/or (C) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably offers to sell on the first Business Day of the next succeeding Auction Period Interest Payment Date (or on the same day in the case of a daily Auction Period) without regard to the rate determined by the Auction Rate Procedures for the next succeeding Auction Period; and (ii) each Potential Owner may submit for the purpose of implementing the Auctions and thereby to a achieve the lowest possible interest rate on the Bonds, the Broker-DealerDealers shall contact Potential Owners, in writing or by such other method as shall be reasonably acceptable including Persons that are Existing Owners, to such Broker-Dealer, an Order as to determine the principal amount of NotesBonds, if any, which each such Potential Owner irrevocably offers to purchase if the rate determined by the Auction Rate Procedures for the next succeeding Auction Period is not less than the rate per annum then specified by such Potential Owner. For the purposes of the Auction Procedures hereof, an Order containing the information referred to in clause (i)(A) above is herein referred to as a “"Hold Order,” ", an Order containing the information referred to in clause (i)(B) or (ii) above is herein referred to as a “"Bid,” ", and an Order containing the information referred to in clause (i)(C) above is herein referred to as a “"Sell Order.” No Auction Desk of a Broker-Dealer shall accept as an Order a submission (whether received from an Existing Owner or a Potential Owner or generated by the Broker-Dealer for its own account) which does not conform to the requirements of the Auction Procedures, including, but not limited to, submissions which are not in Authorized Denominations, specify a rate which contains more than three figures to the right of the decimal point or specify an amount greater than the amount of Outstanding Notes. No Auction Desk of a Broker-Dealer shall accept a Bid or Sell Order which is conditioned on being filled in whole or a Bid which does not specify a specific interest rate." (i) A Bid by an Existing Owner shall constitute an irrevocable offer to sell on the first Business Day of the next succeeding Auction Period (or the same day in the case of a daily Auction Period):sell: (A) the principal amount of Notes Bonds specified in such Bid if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be less than the rate specified in such Bidtherein; or (B) such principal amount or a lesser principal amount of Notes Bonds to be determined as described in subsection (a)(v) of Section 2.05 2.04 hereof if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be equal to such specified rate; or (C) a lesser principal amount of Notes Bonds to be determined as described in subsection (b)(iv) of Section 2.05 2.04 hereof if such specified rate shall be higher than the Maximum Auction Rate and Sufficient Clearing Bids do not exist. (ii) A Sell Order by an Existing Owner shall constitute an irrevocable offer to sell: (A) the principal amount of Notes Bonds specified in such Sell Order; or (B) such principal amount or a lesser principal amount of Notes Bonds as described in subsection (b)(iv) of Section 2.05 2.04 hereof if Sufficient Clearing Bids do not exist. (iii) A Bid by a Potential Owner shall constitute an irrevocable offer to purchase: (A) the principal amount of Notes Bonds specified in such Bid if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be higher than the rate specified therein; or (B) such principal amount or a lesser principal amount of Notes Bonds as described in subsection (a)(vi) of Section 2.05 2.04 hereof if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be equal to such specified rate. (c) Anything herein to the contrary notwithstanding: (i) for purposes of any Auction, any Order which specifies Bonds to be held, purchased or sold in a principal amount which is not equal to the Authorized Denomination for Bonds or an integral multiple thereof shall be rounded down to the nearest amount that is equal to the Authorized Denomination for Bonds, and the Auction Agent shall conduct the Auction Procedures as if such Order had been submitted in such lower amount; (ii) for purposes of any Auction other than during a daily Auction Period, any portion of an Order of an Existing Owner which relates to a Bond which has been called for redemption on or prior to the Interest Payment Date next succeeding such Auction shall be invalid with respect to such portion and the Auction Agent shall conduct the Auction Procedures as if such portion of such Order had not been submitted; (iii) for purposes of any Auction other than during a daily Auction Period, no portion of a Bond which has been called for redemption on or prior to the Interest Payment Date next succeeding such Auction shall be included in the calculation of Available Bonds for such Auction; and (iv) the Auction Procedures shall be suspended with respect to the Bonds during the period commencing on the date of the Auction Agent's receipt of notice from the Trustee of the occurrence of a Payment Default but shall resume two Business Days after the date on which the Auction Agent receives notice from the Trustee that such Payment Default has been waived or cured, with the next Auction to occur on the next regularly scheduled Auction Date occurring thereafter.

Orders by Existing Owners and Potential Owners. (a) Prior to the Broker-Dealer Submission Deadline for each Series of Notes on each Auction Date: (i) each Existing Owner may submit to a Broker-Dealer, in writing or by such other method as shall be reasonably acceptable to such Broker-Dealer, one or more Orders information as to: (A) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably commits to continue to hold for the next succeeding Auction Rate Period without regard to the rate determined by the Auction Rate Procedures for such Auction Rate Period, (B) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably commits to continue to hold for the next succeeding Auction Rate Period if the rate determined by the Auction Procedures for such Auction Rate for the next succeeding Auction Period is shall not be less than the rate per annum then specified in by such Order Existing Owner (and which such Existing Owner irrevocably offers to sell on the succeeding Interest Payment Date (or the same day in the case of a daily Auction Rate Period) if the rate determined by the Auction Procedures for the succeeding Auction Rate is Period shall be less than the rate per annum then specified by such specified rate, the effect of the Order shall be as set forth in paragraph (b)(i)(A) of this SectionExisting Owner), and/or (C) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably offers to sell on the first Business Day of the next succeeding Auction Period Interest Payment Date (or on the same day in the case of a daily Auction Rate Period) without regard to the rate determined by the Auction Procedures for the succeeding Auction Rate for the next succeeding Auction Period; and (ii) each Potential Owner may submit for the purpose of implementing the Auctions and thereby to a achieve the lowest possible interest rate on the Bonds, the Broker-DealerDealers shall contact Potential Owners, in writing or by such other method as shall be reasonably acceptable including Persons that are Existing Owners, to such Broker-Dealer, an Order as to determine the principal amount of NotesBonds, if any, which each such Potential Owner irrevocably offers to purchase if the rate determined by the Auction Procedures for the succeeding Auction Rate for the next succeeding Auction Period is not less than the rate per annum then specified by such Potential Owner. For the purposes of the Auction Procedures hereof an Order containing the information referred to in clause (i)(A) above is herein referred to as a “Hold Order,” ”, an Order containing the information referred to in clause (i)(B) or (ii) above is herein referred to as a “Bid,” ”, and an Order containing the information referred to in clause (i)(C) above is herein referred to as a “Sell Order.” No Auction Desk of a Broker-Dealer shall accept as an Order a submission (whether received from an Existing Owner or a Potential Owner or generated by the Broker-Dealer for its own account) which does not conform to the requirements of the Auction Procedures, including, but not limited to, submissions which are not in Authorized Denominations, specify a rate which contains more than three figures to the right of the decimal point or specify an amount greater than the amount of Outstanding Notes. No Auction Desk of a Broker-Dealer shall accept a Bid or Sell Order which is conditioned on being filled in whole or a Bid which does not specify a specific interest rate.” (i) A Subject to the provisions of Section 2.03 of this Exhibit B, a Bid by an Existing Owner shall constitute an irrevocable offer to sell on the first Business Day of the next succeeding Auction Period (or the same day in the case of a daily Auction Period):sell: (A) the principal amount of Notes Bonds specified in such Bid if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be less than the rate specified in such Bidtherein; or (B) such principal amount or a lesser principal amount of Notes Bonds to be determined as described set forth in subsection (a)(v) of Section 2.05 hereof if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be equal to such specified rate; or (C) a lesser principal amount of Notes Bonds to be determined as described set forth in subsection (b)(iv) of Section 2.05 hereof if such specified rate shall be higher than the Maximum Auction Rate and Sufficient Clearing Bids do not exist. (ii) A Subject to the provisions of Section 2.03 of this Exhibit B, a Sell Order by an Existing Owner shall constitute an irrevocable offer to sell: (A) the principal amount of Notes Bonds specified in such Sell Order; or (B) such principal amount or a lesser principal amount of Notes Bonds as described set forth in subsection (b)(iv) of Section 2.05 hereof if Sufficient Clearing Bids do not exist. (iii) A Subject to the provisions of Section 2.03 of this Exhibit B, a Bid by a Potential Owner shall constitute an irrevocable offer to purchase: (A) the principal amount of Notes Bonds specified in such Bid if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be higher than the rate specified therein; or (B) such principal amount or a lesser principal amount of Notes Bonds as described set forth in subsection (a)(vi) of Section 2.05 hereof if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be equal to such specified rate. (c) Anything herein to the contrary notwithstanding: (i) for purposes of any Auction, any Order which specifies Bonds to be held, purchased or sold in a principal amount which is not $5,000 or an integral multiple thereof shall be rounded down to the nearest $5,000, and the Auction Agent shall conduct the Auction Procedures as if such Order had been submitted in such lower amount; (ii) for purposes of any Auction other than during a daily Auction Rate Period, any portion of an Order of an Existing Owner which relates to a Bond which has been called for redemption on or prior to the Interest Payment Date succeeding such Auction shall be invalid with respect to such portion and the Auction Agent shall conduct the Auction Procedures as if such portion of such Order had not been submitted; (iii) for purposes of any Auction other than during a daily Auction Rate Period, no portion of a Bond which has been called for redemption on or prior to the Interest Payment Date succeeding such Auction shall be included in the calculation of Available Bonds for such Auction; and (iv) the Auction Procedures shall be suspended during the period commencing on the date of the Auction Agent’s receipt of notice from the Trustee or the Issuer of the occurrence of a Payment Default but shall resume two Business Days after the date on which the Auction Agent receives notice from the Trustee that such Payment Default has been waived or cured, with the next Auction to occur on the next regularly scheduled Auction Date occurring thereafter.

Orders by Existing Owners and Potential Owners. (a) Prior to the Broker-Dealer Submission Deadline for each Series of Notes on each Auction Date: (i) each Existing Owner may submit to a Broker-Dealer, in writing or by such other method as shall be reasonably acceptable to such Broker-Dealer, one or more Orders information as to: (A) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably commits to continue to hold for the next succeeding Auction Period without regard to the rate determined by the Auction Rate Procedures for such Auction Period,; (B) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably commits to continue to hold for the next succeeding Auction Period if the rate determined by the Auction Rate Procedures for such Auction Period shall not be less than the rate per annum then specified by such Existing Owner (and which such Existing Owner irrevocably offers to sell on the next succeeding Interest Payment Date (or the same day in the case of a daily Auction Period) if the rate determined by the Auction Procedures for the next succeeding Auction Period is not shall be less than the rate per annum then specified in by such Order (and if the Auction Rate is less than such specified rate, the effect of the Order shall be as set forth in paragraph (b)(i)(A) of this SectionExisting Owner), ; and/or (C) the principal amount of NotesBonds, if any, held by such Existing Owner which such Existing Owner irrevocably offers to sell on the first Business Day of the next succeeding Auction Period Interest Payment Date (or on the same day in the case of a daily Auction Period) without regard to the rate determined by the Auction Rate Procedures for the next succeeding Auction Period; and (ii) each Potential Owner may submit for the purpose of implementing the Auctions and thereby to a achieve the lowest possible interest rate on the Bonds, the Broker-DealerDealers shall contact Potential Owners, in writing or by such other method as shall be reasonably acceptable including Persons that are Existing Owners, to such Broker-Dealer, an Order as to determine the principal amount of NotesBonds, if any, which each such Potential Owner irrevocably offers to purchase if the rate determined by the Auction Rate Procedures for the next succeeding Auction Period is not less than the rate per annum then specified by such Potential Owner. For the purposes of the Auction Procedures hereof an Order containing the information referred to in clause (i)(A) above is herein referred to as a “"Hold Order,” " an Order containing the information referred to in clause (i)(B) or (ii) above is herein referred to as a “"Bid,” " and an Order containing the information referred to in clause (i)(C) above is herein referred to as a “"Sell Order.” No Auction Desk of a Broker-Dealer shall accept as an Order a submission (whether received from an Existing Owner or a Potential Owner or generated by the Broker-Dealer for its own account) which does not conform to the requirements of the Auction Procedures, including, but not limited to, submissions which are not in Authorized Denominations, specify a rate which contains more than three figures to the right of the decimal point or specify an amount greater than the amount of Outstanding Notes. No Auction Desk of a Broker-Dealer shall accept a Bid or Sell Order which is conditioned on being filled in whole or a Bid which does not specify a specific interest rate." (i) A Bid by an Existing Owner shall constitute an irrevocable offer to sell on the first Business Day of the next succeeding Auction Period (or the same day in the case of a daily Auction Period):sell: (A) the principal amount of Notes Bonds specified in such Bid if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be less than the rate specified in such Bid; ortherein; (B) such principal amount or a lesser principal amount of Notes Bonds to be determined as described set forth in subsection (a)(v) of Section 2.05 2.04 hereof if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be equal to such specified rate; or (C) a lesser principal amount of Notes Bonds to be determined as described set forth in subsection (b)(iv) of Section 2.05 2.04 hereof if such specified rate shall be higher than the Maximum Auction Rate and Sufficient Clearing Bids do not exist. (ii) A Sell Order by an Existing Owner shall constitute an irrevocable offer to sell: (A) the principal amount of Notes Bonds specified in such Sell Order; or (B) such principal amount or a lesser principal amount of Notes Bonds as described set forth in subsection (b)(iv) of Section 2.05 2.04 hereof if Sufficient Clearing Bids do not exist. (iii) A Bid by a Potential Owner shall constitute an irrevocable offer to purchase: (A) the principal amount of Notes Bonds specified in such Bid if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be higher than the rate specified therein; or (B) such principal amount or a lesser principal amount of Notes Bonds as described set forth in subsection (a)(vi) of Section 2.05 2.04 hereof if the rate determined by the Auction Rate for the next succeeding Procedures on such Auction Period Date shall be equal to such specified rate. (c) Anything herein to the contrary notwithstanding: (i) for purposes of any Auction, any Order which specifies Bonds to be held, purchased or sold in a principal amount which is not $5,000 or an integral multiple thereof shall be rounded down to the nearest $5,000, and the Auction Agent shall conduct the Auction Procedures as if such Order had been submitted in such lower amount; (ii) for purposes of any Auction other than during a daily Auction Period, any portion of an Order of an Existing Owner which relates to a Bond which has been called for redemption on or prior to the Interest Payment Date next succeeding such Auction shall be invalid with respect to such portion and the Auction Agent shall conduct the Auction Procedures as if such portion of such Order had not been submitted; (iii) for purposes of any Auction other than during a daily Auction Period, no portion of a Bond which has been called for redemption on or prior to the Interest Payment Date next succeeding such Auction shall be included in the calculation of Available Bonds for such Auction; and (iv) the Auction Procedures shall be suspended during the period commencing on the date of the Auction Agent's receipt of notice from the Trustee of the occurrence of an Event of Default resulting from the failure to pay the principal or interest on any Auction Bond when due followed by the failure of the Bond Insurer to pay a proper claim under any policy issued by it and in effect with respect to such Auction Bond but shall resume two Business Days after the <PAGE> B-8 date on which the Auction Agent receives notice from the Trustee that such Event of Default has been waived or cured, with the next Auction to occur on the next regularly scheduled Auction Date occurring thereafter.