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received the completed Request to Separate referred to above on or prior to 12:00 noon, New York City time, on any Business Day during the seven-day period prior to a Record Date, other than during a Closed Period, then the Auction Agent shall deliver such instructions to the Securities Depository not later than the close of business on the next Business Day. ARS and IRS that have been Separated as provided herein may be transferred separately. 3.3. Conversion of Newly Fixed AIRS. At least two Business Days prior to each Interest Payment Date, the Auction Agent shall send a Notice of Conversion to the Securities Depository. The Auction Agent shall make available to the Securities Depository such other information as the Securities Depository may require in order to cause all Newly Fixed AIRS to become Regular Fixed AIRS on such Interest Payment Date. 3.4. Membership in the Securities Depository. As of the date hereof, the Auction Agent is a member of, or participant in, the Securities Depository. The Auction Agent will provide the Trustee with notice at least 90 days prior to the date, if any, on which the Auction Agent resigns as a member of, or participant in, the Securities Depository. 3.5 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 Sections 3.1 or 3.2 hereof and of any agreement with DTC, the latter provisions shall govern. Section 4. Tender of ARS. 4.1 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"). My 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. 4.2 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 LAI-69756.2 - 12