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Subject to the provisions described below under "-- Validity of Orders", a Bid by a Potential Holder shall constitute an irrevocable offer to purchase, in each case for settlement in same day funds on the next Auction Period. Accrual Date therefor at a price equal to 100% of the principal amount thereof: (i) the principal amount of outstanding ARS specified in such Bid if the Auction Rate shall be higher than the rate specified in such Bid or(ii) such principal amount or a lesser principal amount of outstanding ARS as described below in "--Acceptance and Rejection of Orders", if the Auction Rate is equal to the rate specified in such Bid. If any rate specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one-thousandth (.001) of one percent. If an Order or Orders covering all outstanding ARS held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline,the Auction Agent shall deem a Hold Order to have been submitted on behalf of such Existing Holder covering the principal amount of outstanding ARS held by such Existing Holder and not subject to an Order submitted to the Auction Agent. Neither the Authority, the Trustee nor the Auction Agent shall be responsible for any failure of a Broker- Dealer to submit an Order to the Auction Agent on behalf of any Existing Holder or Potential Holder, nor shall any such party be responsible for failure by the Securities Depository, to effect any transfer or to provide the Auction Agent with current information regarding registration of transfers. An Existing Holder may submit different types of Orders in an Auction with respect to ARS then held by such Existing Holder. An Existing Holder that offers to purchase additional ARS is, for purposes of such offer, treated as a Potential Holder. For information concerning the priority given to different types of Orders placed by Existing Holders, see "-- Validity of Orders" below. Any Bid specifying a rate higher than the Maximum Rate will (i) be treated as a Sell Order if submitted by an Existing Holder and (ii)not be accepted if submitted by a Potential Holder. Any Bid specifying a rate lower than the Minimum Rate will be treated as a Bid specifying the Minimum Rate. See "--Determination of Sufficient Clearing Bids and Winning Bid Rate" and "--Acceptance and Rejection of Orders" below. Validity of Orders If any Existing Holder submits through a Broker-Dealer to the Auction Agent one or more Orders covering in the aggregate more than the principal amount of outstanding ARS held by such Existing Holder,such Orders shall be considered valid as follows and in the order of priority described below. Hold Orders. All Hold Orders shall be considered, but only up to and including in the aggregate the principal amount of ARS held by such Existing Holder, and if the aggregate principal amount of ARS subject to such Hold Orders exceeds the aggregate principal amount of ARS held by such Existing Holder, the aggregate principal amount of ARS subject to each such Hold Order shall be reduced pro rata so that the aggregate principal amount of ARS subject to such Hold Order equals the aggregate principal amount of outstanding ARS held by such Existing Holder. Bids. Any Bid shall be considered valid up to and including the excess of the principal amount of outstanding ARS held by such Existing Holder over the aggregate principal amount of ARS subject to any Hold Orders referred to above. Subject to the preceding sentence, if more than one Bid with the same rate is submitted on behalf of such Existing Holder and the aggregate principal amount of outstanding ARS subject to such Bids is greater than such excess, such Bids shall be considered valid up to and including the amount of such excess. Subject to the preceding sentences, if more than one Bid with different rates is submitted on behalf of such Existing Holder, such Bids shall be considered valid first in the ascending order of their respective rates until the highest rate is reached at which such excess exists and then at such rate up to and including the amount of such excess. In any event, the aggregate principal amount of outstanding ARS, if any, subject to Bids not valid under the provisions described above shall be treated as the subject of a Bid by a Potential Holder at the rate therein specified. G-15