the Registered
Holder hereof gives notice (a "Demand Notice") to the Remarketing Agent on or
prior to 10:00 a.m., New York, New York time, on such Business Day by telephone
to _______, or such other number designated for such purpose by the Remarketing
Agent, stating the
B-6
Holder's irrevocable and unconditional election to tender this Bond on such day
and tenders such Bond to the Remarketing Agent prior to 10:00 a.m. New York, New
York time. Such Demand Notice must include the name of such Registered Holder
and the aggregate principal amount of Bonds to be tendered. The Remarketing
Agent shall immediately notify the Trustee as to the amount of Bonds tendered
and the amount, if any, required to be drawn on the Liquidity Facility within
the time and in the manner required by the Indenture.
The Registered Holder of this Bond, by its acceptance hereof, appoints the
Remarketing Agent and the Tender Agent to act as its agents in effecting the
purchase of the Bonds pursuant to the provisions of this paragraph. The Purchase
Price shall be paid with amounts received pursuant to the Remarketing Agreement
or the Liquidity Facility or, if amounts from such sources are inadequate, with
amounts received from the Company.
Notwithstanding the foregoing, the provisions of this paragraph 7 shall not be
applicable with respect to Liquidity Bank Bonds.
8.
Deemed Tender of Daily Rate Bonds. ANY DAILY RATE BOND (OR PORTION
THEREOF) FOR WHICH AN OPTIONAL TENDER HAS BEEN EXERCISED, OR WHICH IS SUBJECT TO
MANDATORY TENDER, ON ANY PURCHASE DATE IN ACCORDANCE WITH THE PROVISIONS HEREOF
AND THE INDENTURE, BUT WHICH IS NOT TENDERED FOR PURCHASE BY 12:00, NOON, NEW
YORK, NEW YORK TIME, ON THE APPLICABLE PURCHASE DATE (SUCH BONDS OR PORTIONS
HEREIN REFERRED TO AS "UNTENDERED BONDS") SHALL, UPON DEPOSIT IN THE PURCHASE
FUND OF AN AMOUNT SUFFICIENT TO PAY THE PURCHASE PRICE OF SUCH BOND ON SUCH
PURCHASE DATE, BE DEEMED TO HAVE BEEN TENDERED AND SOLD FOR THE PURCHASE PRICE
ON SUCH PURCHASE DATE, REGARDLESS OF WHETHER (i) IN THE CASE OF A MANDATORY
TENDER, THE HOLDER THEREOF SHALL HAVE RECEIVED THE NOTICES DESCRIBED IN
PARAGRAPH 4 HEREOF, AND (ii) IN CONNECTION WITH A CONVERSION DATE, SUCH DAILY
RATE BOND ACTUALLY CONVERTS TO A FIXED RATE BOND WEEKLY RATE, OR A COMMERCIAL
PAPER RATE BOND, AND THEREAFTER THE HOLDER THEREOF SHALL NOT BE ENTITLED TO ANY
PAYMENT (INCLUDING ANY INTEREST ACCRUED SUBSEQUENT TO SUCH PURCHASE DATE) IN
RESPECT THEREOF OTHER THAN THE PURCHASE PRICE FOR SUCH UNTENDERED BOND, AND SUCH
UNTENDERED BOND SHALL NO LONGER BE ENTITLED TO THE BENEFIT OF THE INDENTURE OR
THE LIQUIDITY FACILITY, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE
THEREFOR. UNTENDERED BONDS MUST BE SURRENDERED TO THE TENDER AGENT FOR PAYMENT
OF THE PURCHASE PRICE DUE THEREON.
9.
Optional Redemption. The Daily Rate Bonds may be redeemed in whole or in
part prior to maturity on any Business Day, at the option of the District, at a
price equal to