Common use of Treatment of Orders by the Auction Agent Clause in Contracts

Treatment of Orders by the Auction Agent. Anything herein to the contrary notwithstanding: (a) If the Auction Agent receives an Order which does not conform to the requirements of the Auction Procedures, the Auction Agent may contact the Broker-Dealer submitting such Order until one hour after the Submission Deadline and inform such Broker-Dealer that it may resubmit such Order so that it conforms to the requirements of the Auction Procedures. Upon being so informed, such Broker-Dealer may correct and resubmit to the Auction Agent any such Order that, solely as a result of a Clerical Error on the part of such Broker-Dealer, did not conform to the requirements of the Auction Procedures when previously submitted to the Auction Agent. Any such resubmission by a Broker-Dealer shall constitute a representation by such Broker-Dealer that the failure of such Order to have so conformed was solely as a result of a Clerical Error on the part of such Broker-Dealer. If the Auction Agent has not received a corrected conforming Order within one hour and fifteen minutes of the Submission Deadline, the Auction Agent shall, if and to the extent applicable, adjust or apply such Order, as the case may be, in conformity with the provisions of subsections (b), (c) or (d) of this Section 2.03 and, if the Auction Agent is unable to so adjust or apply such Order, the Auction Agent shall reject such Order. (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 of one percent (0.001%). (c) If one or more Orders covering in the aggregate more than the number of Units of Outstanding Notes of a particular Series are submitted by a Broker-Dealer to the Auction Agent, such Orders shall be considered valid in the following order of priority: (i) all Hold Orders shall be considered Hold Orders, but only up to and including in the aggregate the number of Units of Notes of such Series for which such Broker-Dealer is the Broker-Dealer of record; (ii) (A) any Bid of a Broker-Dealer shall be considered valid as a Bid of an Existing Owner up to and including the excess of the number of Units of Notes of such Series for which such Broker-Dealer is the Broker-Dealer of record over the number of Units of the Notes of such Series subject to Hold Orders referred to in clause (i) above;

Treatment of Orders by the Auction Agent. Anything herein to the contrary notwithstanding: (a) If the Auction Agent receives an Order which does not conform to the requirements of the Auction Procedures, the Auction Agent may contact the Broker-Dealer submitting such Order until one hour after the Submission Deadline and inform such Broker-Dealer that it may resubmit such Order so that it conforms to the requirements of the Auction Procedures. Upon being so informed, such Broker-Dealer may correct and resubmit to the Auction Agent any such Order that, solely as a result of a Clerical Error on the part of such Broker-Dealer, did not conform to the requirements of the Auction Procedures when previously submitted to the Auction Agent. Any such resubmission by a Broker-Dealer shall constitute a representation by such Broker-Dealer that the failure of such Order to have so conformed was solely as a result of a Clerical Error on the part of such Broker-Dealer. If the Auction Agent has not received a corrected conforming Order within one hour and fifteen minutes of the Submission Deadline, the Auction Agent shall, if and to the extent applicable, adjust or apply such Order, as the case may be, in conformity with the provisions of subsections (b), (c) or (d) of this Section 2.03 3 and, if the Auction Agent is unable to so adjust or apply such Order, the Auction Agent shall reject such Order. (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 the rate up to the next highest one thousandth of one percent (0.001%). (c) If one or more Orders covering in the aggregate more than the number of Units of Outstanding Tortoise Notes of a particular Series series are submitted by a Broker-Dealer to the Auction Agent, such Orders shall be considered valid in the following order of priorityas follows: (i) all Hold Orders for Tortoise Notes of a series shall be considered Hold Orders, but only up to and including in the aggregate the number of Units of outstanding Tortoise Notes of such Series the series for which such Broker-Dealer is the Broker-Dealer of record; (ii) (A) any Bid of a Broker-Dealer shall be considered valid as a Bid of an Existing Owner Holder up to and including the excess of the number of Units of outstanding Tortoise Notes of such Series series for which such Broker-Dealer is the Broker-Dealer of record over the number of Units of the Tortoise Notes of such Series series subject to any Hold Orders referred to in clause (i) above;

Treatment of Orders by the Auction Agent. Anything herein to the contrary notwithstanding: (a) If the Auction Agent receives an Order which does not conform to the requirements of the these Auction Procedures, the Auction Agent may contact the Broker-Dealer submitting such Order until for a period of up to one hour after the Submission Deadline and inform request that such Broker-Dealer that it may resubmit such Order so that it conforms to the requirements of the these Auction Procedures. Upon being so informed, such Broker-Dealer may correct and resubmit to the Auction Agent any such Order that, solely as a result of a Clerical Error on the part of such Broker-Dealer, did not conform to the requirements of the Auction Procedures when previously submitted to the Auction Agent. Any such resubmission by a Broker-Dealer shall constitute a representation by such Broker-Dealer that the failure of such Order to have so conformed was solely as a result of a Clerical Error on the part of such Broker-Dealer. If the Auction Agent has not received a corrected conforming Order within one hour and fifteen minutes of the Submission Deadline, the Auction Agent shall, if and to the extent applicablepossible, adjust or apply such Order, as the case may be, Order in conformity with the provisions of subsections (b), (c) or (d) of this Section 2.03 these Auction Procedures and, if the Auction Agent is unable to so adjust or apply such Order, the Auction Agent shall reject such Order. (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 the rate up to the next highest one thousandth (.001) of one percent (0.0011%). (c) If one or more Orders covering in the aggregate more than the number principal amount of Units of Outstanding outstanding Tortoise Notes of a particular Series are the series subject to an Auction held by any Existing Holder is submitted by a Broker-Dealer to the Auction Agent, such Orders shall be considered valid in the following order of priorityas follows: (i) all Hold Orders for Tortoise Notes of a series shall be considered Hold Orders, but only up to and including in the aggregate the number principal amount of Units of outstanding Tortoise Notes of the series held by such Series for which such Broker-Dealer is the Broker-Dealer of recordExisting Holder; (ii) (A) any Bid of a Broker-Dealer an Existing Holder shall be considered valid as a Bid of an Existing Owner Holder up to and including the excess of the number principal amount of Units outstanding Tortoise Notes of a series held by the Existing Holder over the principal amount of Tortoise Notes of the series subject to any Hold Orders referred to in clause (i) above; (B) subject to subclause (A), all Bids of any Existing Holder with the same rate shall be aggregated and considered a single Bid of an Existing Holder up to and including the excess of the principal amount of outstanding Tortoise Notes of the series held by the Existing Holder over the principal amount of Tortoise Notes of the series subject to any Hold Orders referred to in clause (i) above; (C) subject to subclause (A), if more than one Bid with different rates is submitted on behalf of such Existing Holder, such Bids shall be considered Bids of an Existing Holder in the ascending order of their respective rates up to the amount of excess of the principal amount of outstanding Tortoise Notes of the series held by the Existing Holder over the principal amount of Tortoise Notes of the series subject to any Hold Orders referred to in clause (i) above; (D) the principal amount, if any, of outstanding Tortoise Notes of the series subject to Bids not considered to be Bids of an Existing Holder under this clause (ii) shall be treated as the subject of a Bid for Tortoise Notes of the series by a Potential Holder; and (iii) all Sell Orders shall be considered Sell Orders, but only up to and including a principal amount of Tortoise Notes of the series equal to the excess of the principal amount of outstanding Tortoise Notes of the series held by such Existing Holder over the sum of the principal amount of Tortoise Notes of such Series for which such Broker-Dealer is the Broker-Dealer of record over the number of Units of the Notes of such Series series subject to Hold Orders referred to in clause (i) above and the principal amount of Tortoise Notes of such series considered to be subject to Bids of such Existing Holder pursuant to clause (ii) above;. (d) If an Order specifies Tortoise Notes of a series to be held, purchased or sold in a principal amount which is not an Authorized Denomination, the Auction Agent shall round the amount down to the nearest Authorized Denomination, and the Auction Agent shall conduct the Auction Procedures as if such Order had been submitted in such lower amount. (e) If any portion of an Order of an Existing Holder relates to a Tortoise Note of a series that has been called for redemption on or prior to the Interest Payment Date next succeeding such Auction, the Order 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. (f) No Tortoise Note of a series 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 Tortoise Notes for such Auction.

Treatment of Orders by the Auction Agent. Anything herein to the contrary notwithstanding: (a) If the Auction Agent receives an Order which does not conform to the requirements of the Auction Procedures, the Auction Agent may contact the Broker-Dealer submitting such Order until one hour after the Submission Deadline and inform such Broker-Dealer that it may resubmit such Order so that it conforms to the requirements of the Auction Procedures. Upon being so informed, such Broker-Dealer may correct and resubmit to the Auction Agent any such Order that, solely as a result of a Clerical Error on the part of such Broker-Dealer, did not conform to the requirements of the Auction Procedures when previously submitted to the Auction Agent. Any such resubmission by a Broker-Dealer shall constitute a representation by such Broker-Dealer that the failure of such Order to have so conformed was solely as a result of a Clerical Error on the part of such Broker-Dealer. If the Auction Agent has not received a corrected conforming Order within one hour and fifteen minutes of the Submission Deadline, the Auction Agent shall, if and to the extent applicable, adjust or apply such Order, as the case may be, in conformity with the provisions of subsections (b), (c) or (d) of this Section 2.03 and, if the Auction Agent is unable to so adjust or apply such Order, the Auction Agent shall reject such Order. (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 of one percent (0.001%). (c) If one or more Orders covering in the aggregate more than the number of Units of Outstanding Notes Bonds of a particular Series are submitted by a Broker-Dealer to the Auction Agent, such Orders shall be considered valid in the following order of priority: (i) all Hold Orders shall be considered Hold Orders, but only up to and including in the aggregate the number of Units of Notes Bonds of such Series for which such Broker-Dealer is the Broker-Dealer of record; (ii) (A) any Bid of a Broker-Dealer shall be considered valid as a Bid of an Existing Owner up to and including the excess of the number of Units of Notes Bonds of such Series for which such Broker-Dealer is the Broker-Dealer of record over the number of Units of the Notes Bonds of such Series subject to Hold Orders referred to in clause (i) above;

Treatment of Orders by the Auction Agent. Anything herein to the contrary notwithstanding: (a) If the Auction Agent receives an Order which does not conform to the requirements of the Auction Procedures, the Auction Agent may contact the Broker-Dealer submitting such Order until one hour after the Submission Deadline and inform such Broker-Dealer that it may resubmit such Order so that it conforms to the requirements of the Auction Procedures. Upon being so informed, such Broker-Dealer may correct and resubmit to the Auction Agent any such Order that, solely as a result of a Clerical Error on the part of such Broker-Dealer, did not conform to the requirements of the Auction Procedures when previously submitted to the Auction Agent. Any such resubmission by a Broker-Dealer shall constitute a representation by such Broker-Dealer that the failure of such Order to have so conformed was solely as a result of a Clerical Error on the part of such Broker-Dealer. If the Auction Agent has not received a corrected conforming Order within one hour and fifteen minutes of the Submission Deadline, the Auction Agent shall, if and to the extent applicable, adjust or apply such Order, as the case may be, in conformity with the provisions of subsections (b), (c) or (d) of this Section 2.03 and, if the Auction Agent is unable to so adjust or apply such Order, the Auction Agent shall reject such Order. (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 of one percent (0.001%). (c) If one or more Orders covering in the aggregate more than the number of Units of Outstanding Notes Bonds of a particular Series are submitted by a Broker-Dealer to the Auction Agent, such Orders shall be considered valid in the following order of priority: (i1) all Hold Orders shall be considered Hold Orders, but only up to and including in the aggregate the number of Units of Notes Bonds of such Series for which such Broker-Dealer is the Broker-Dealer of record; (ii) (Ai) any Bid of a Broker-Dealer shall be considered valid as a Bid of an Existing Owner up to and including the excess of the number of Units of Notes Bonds of such Series for which such Broker-Dealer is the Broker-Dealer of record over the number of Units of the Notes Bonds of such Series subject to Hold Orders referred to in clause (i) above; (ii) subject to clause (A) above, all Bids of a Broker-Dealer with the same rate shall be aggregated and considered a single Bid of an Existing Owner up to and including the excess of the number of Units of Bonds of such Series for which such Broker-Dealer is the Broker-Dealer of record over the number of Units of Bonds of such Series for which such Broker-Dealer is the Broker-Dealer of record subject to Hold Orders referred to in clause (i) above; (iii) subject to clause (A) above, if more than one Bid with different rates is submitted by a Broker-Dealer, such Bids shall be considered Bids of an Existing Owner in the ascending order of their respective rates up to the amount of the excess of the number of Units of Bonds of such Series for which such Broker-Dealer is the Broker-Dealer of record over the number of Units of Bonds of such Series for which such Broker-Dealer is the Broker-Dealer of record subject to Hold Orders referred to in clause (i) above; and (iv) the number of Units, if any, of such Bonds of such Series subject to Bids not considered to be Bids for which such Broker-Dealer is the Broker-Dealer of record under this clause (ii) shall be treated as the subject of a Bid by a Potential Owner; (3) all Sell Orders shall be considered Sell Orders, but only up to and including the number of Units of Bonds of such Series equal to the excess of the number of Units of Bonds of such Series for which such Broker-Dealer is the Broker-Dealer of record over the sum of the number of Units of the Bonds of such Series considered to be subject to Hold Orders pursuant to clause (i) above and the number of Units of Bonds of such Series considered to be subject to Bids for which such Broker-Dealer is the Broker-Dealer of record pursuant to clause (ii) above. (d) If any Order is for other than an integral number of Units, then the Auction Agent shall round the amount down to the nearest number of whole Units, and the Auction Agent shall conduct the Auction Procedures as if such Order had been submitted in such number of Units. (e) For purposes of any Auction other than during a daily Auction Period, if an Auction Agent has been notified by the Trustee, Authority or Company that any portion of an Order by a Broker-Dealer relates to a Bond which has been called for redemption on or prior to the Interest Payment Date next succeeding such Auction, the Order 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. (f) For purposes of any Auction other than during a daily Auction Period, no portion of a Bond which the Auction Agent has been notified by the Trustee, Authority or Company 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. (g) If an Order or Orders covering all of the Bonds of a particular Series is not submitted by a Broker-Dealer of record prior to the Submission Deadline, the Auction Agent shall deem a Hold Order to have been submitted on behalf of such Broker-Dealer covering the number of Units of Bonds for which such Broker-Dealer is the Broker-Dealer of record and not subject to Orders submitted to the Auction Agent; provided, however, that if there is a conversion from one Auction Period to a longer Auction Period and Orders have not been submitted by such Broker-Dealer prior to the Submission Deadline covering the number of Units of Bonds of a particular Series to be converted for which such Broker-Dealer is the Broker-Dealer of record, the Auction Agent shall deem a Sell Order to have been submitted on behalf of such Broker-Dealer covering the number of Units of Bonds to be converted for which such Broker-Dealer is the Broker-Dealer of record not subject to Orders submitted by such Broker-Dealer.