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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) 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 such Bid proved unsuccessful. The Auction Agent shall, not later than the next Business Day, deliver such Tender Demand to the Securities Depository. (c) 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 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. (d) 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. 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 LAL69760.2 9