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Tender Notice shall be mailed to such Participant and the Auction Agent by first-class mail, postage prepaid no later than the second Business Day following the Securities Depository's receipt of such Tender'Demand. On receipt of the Tender Notice, the Auction Agent may contact such Participant to request such Participant to disclose to the Auction Agent the names of the Beneficial Owners of the Regular ARS so specified in the Tender Notice. The giving of a Tender Notice with respect to Regular ARS shall supersede any Order (as defined in the Auction Agent Agreement) given by the Existing Holder of such ARS with respect to such ARS for the Auction occurring on the Auction Date following the Tender Date specified in the Tender Notice. (d) Tender and Purchase. The ARS specified in a Tender Notice are subject to mandatory tender on the Tender Date specified therein against payment of the Tender Price specified therein. On such Tender Date the Beneficial Owner of IRS who caused the Tender Demand to be submitted shall forward such Tender Price to such Beneficial Owner's Broker-Dealer and such Broker-Dealer shall forward such Tender Price in immediately available funds by 2:00 p.m., New York City time to the Broker-Dealer for the Beneficial Owner of such tendered ARS. The Securities Depository shall deliver such ARS against payment therefor by the Broker-Dealer by book-entry transfer on the Tender Date to the account of the Broker-Dealer without any action on the part of or on behalf of the Beneficial Owners of the ARS. Upon receipt of such ARS on the Tender Date, the Broker-Dealer shall deliver such ARS against payment therefor by book-entry transfer to the account of the Participant specified by the Beneficial Owner of IRS if not such Broker-Dealer. Such Beneficial Owner of IRS and the Broker-Dealer who submitted the Tender Demand shall thereupon take all actions required to have such IRS and the Regular ARS so purchased Fixed pursuant to Section 8 of this Appendix prior to the next succeeding Closed Period. (e) Failure by the Beneficial Owner of IRS to Pay Tender Price. In the event any Beneficial Owner of IRS who has submitted a Tender Demand fails to provide the Tender Price for the purchase of the principal amount of ARS specified therein on the Tender Date therefor, the purchase of such ARS shall not take place on such Tender Date, and in such event such principal amount of ARS shall be deemed to be subject to a Submitted Sell Order (as defined in the Auction Agent Agreement) for purposes of the next succeeding Auction. The foregoing sentence shall not, however, be deemed to limit the obligations of a Beneficial Owner of IRS to pay the Tender Price specified in any Tender Demand given by or on behalf of such Beneficial Owner, or to reimburse any Participant or other person on account of the payment of such Tender Price. Each Beneficial Owner of ARS shall be required, if such Beneficial Owner receives any payment in connection with any tender transaction to which it is not entitled (as a result of failure of a Beneficial Owner of IRS to provide the Tender Price or otherwise), to take such actions (including return of funds and repayment of interest to any party who provided funds to such Beneficial Owner which such party was not obligated to provide) so that all interested parties (including any Broker-Dealer) are restored to the positions which would LAI-63221.5 A_21