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Separate referred to above on or prior to 12:00 Noon, New York City time, on any Business Day that is within the seven-thy period immediately prior to a Record Date, then the Auction Agent shall deliver such instructions to the Securities Depository on the next succeeding Business Day. When such ARS and IRS have been Separated and redelivered, the beneficial ownership thereof will be recorded at the Securities Depository under separate CUSIP numbers. See "THE BONDS -- Auction and Inverse Rate Securities -- CUSIP Numbers" in the Official Statement. 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. If any such Bid is unsuccessful, in whole or in part, such Broker-Dealer shall give the Trustee and the Auction Agent written notice 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, give a copy of such notice (a "Tender Demand") to the Securities Depository. 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. 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 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 G-7