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(d) Conflicts with Letter of Representations. Notwithstanding anything herein to the contrary, while DTC is the Securities Depository, in the event of any conflict between the provisions of subsections (a) or (b) hereof and of any agreement with DTC, the provisions of such agreement with DTC shall govern. Section 9. Tender of ARS. (a) Mandatory Tender of ARS. Any Beneficial Owner of IRS may, at any time and from time to time, notify a Broker-Dealer that such Beneficial Owner intends to submit a Bid for a specified principal amount of ARS (having the same maturity date as such IRS) on the next succeeding Auction Date in order to cause such ARS to be Fixed with all or a portion of such IRS, and that if such Bid is unsuccessful, in whole or in part, such Beneficial Owner requires that ARS (which are not Fixed) in an aggregate principal amount equal to the unsuccessful portion of such Bid be tendered to such Beneficial Owner for purchase on the seventh Business Day prior to the next succeeding Auction Date following the Auction in which such Bid proved unsuccessful (a "Tender Date"). Such ARS shall be tendered for purchase at a price equal to the principal amount thereof, plus accrued but unpaid interest to the Tender Date less an amount equal to the Service Charge, if any, applicable to any such ARS multiplied by a fraction, the numerator of which is the number of days from and including the immediately preceding Interest Payment Date to but not including the Tender Date and the denominator of which is 180 (the "Tender Price"). Any such purchase shall be effected by book entry transfer of such ARS to the account of the Participant of such Beneficial Owner identified in such notice. (b) Tender Demand. If any such Bid is unsuccessful, in whole or in part, such Broker-Dealer shall give the Trustee and the Auction Agent written notice (a "Tender Demand") stating that a Beneficial Owner of IRS is the Beneficial Owner of a specified principal amount of IRS of a specified maturity and that such Beneficial Owner wishes to purchase an equal principal amount of ARS (having the same maturity date as such IRS) on a specified Tender Date to be Fixed with such IRS. Such notice shall be given to the Trustee and the Auction Agent not later than the Business Day following the Auction in which csuch Bid proved unsuccessful. The Auction Agent shall, not later than the next Business Day, deliver such Tender Demand to the Securities Depository. (c) Tender Notice. On the second Business Day following the day of the Securities Depository's receipt of a Tender Demand, the Securities Depository shall select, by lot in such manner as it shall determine from a position listing of the aggregate stated amounts of Regular ARS as of the close of business on the date of such Tender Demand, the Regular ARS to be tendered. Such Regular ARS shall have the same maturity date as the maturity date of the IRS held by the Beneficial Owner relating to the Tender Demand. The Securities Depository shall give the Participant for the Regular ARS so selected and the Auction Agent written notice (a "Tender Notice") thereof. Such Tender Notice shall specify the Tender Date set forth in such Tender Demand, the amount of Regular ARS to be tendered by such Participant on the Tender Date and the Tender Price thereof. Each LA1-63221.5 A_20