Common use of Optional Tenders Clause in Contracts

Optional Tenders. (a) While the Bonds bear interest at the Daily Interest Rate or Weekly Interest Rate, on each Interest Rate Adjustment Date, each Holder of Bonds shall have the option to tender for purchase at 100% of the principal amount thereof plus accrued interest, if any, all of the Bonds owned by such Holder, or such lesser principal amount thereof (in denominations of $100,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Bond shall be $100,000 or more in principal amount) as such Holder may specify in accordance with the terms, conditions and limitations set forth below. The purchase price for each such Bond, or portion thereof, shall be payable in lawful money of the United States of America by check or draft, shall equal the principal amount, or such portion thereof, to be purchased and accrued interest, if any, and shall be paid in full on the applicable Bond Purchase Date by check or wire transfer at the direction of the Holder but only upon delivery and surrender of such Bond to the Trustee. (b) To exercise the option granted in Section 5.1(a) hereof, the Holder shall (i) no later than 7 calendar days (or the next preceding Business Day if such seventh day is not a Business Day) prior to the Bond Purchase Date in the case of Bonds in the Weekly Interest Rate Mode and no later than 8:00 a.m., New York, New York time, on the Bond Purchase Date in the case of Bonds in the Daily Interest Rate Mode, give notice to the Trustee by telecopy or in writing, with a copy to the Remarketing Agent, which states (A) the name and address of the Holder, (B) the principal amount, CUSIP number and Bond numbers of the Bonds to be purchased, (C) that such Bonds are to be purchased on the related Bond Purchase Date pursuant to the terms hereof, and (D) that such notice is irrevocable; and (ii) deliver to the principal corporate trust office of the Trustee the Bonds to be purchased in proper form, or in the case of a Beneficial Owner, no later than 10:00 a.m. New York, New York time on the Bond Purchase Date, cause the transfer of the Beneficial Owner’s interest on the records of the Depository, in accordance with the instructions of the Trustee. Upon receipt, the Trustee shall immediately forward such notice to the Remarketing Agent. (c) Any Bonds for which a notice of tender has been given by the Holder shall be deemed to be tendered for remarketing notwithstanding any failure of delivery of such Bonds to the Trustee. Subject to the right of such non-delivering Holders to receive the Purchase Price of such Bonds and interest accrued thereon to the day preceding the applicable Bond Purchase Date, such Bonds shall be null and void and the Trustee shall authenticate and deliver new Bonds in replacement thereof pursuant to the remarketing of such Bonds or the pledge of such Bonds to the Credit Facility Provider in lieu of remarketing such Bonds as described in Section 5.5 hereof. Any Beneficial Owners who have elected to tender their Beneficial Ownership interests shall be obligated to transfer such Beneficial Ownership interests on the record of the Depository. (d) Upon the giving of the notice pursuant to Section 5.1(a) hereof with respect to Bonds or portions of Bonds, the Holder’s tender of such Bonds or portions thereof shall be irrevocable. If less than all of a Bond so delivered or deemed tendered is to be purchased, the Trustee shall, pursuant to this Indenture, authenticate one or more Bonds in exchange therefor, registered in the name of such Holder, having the aggregate principal amount being retained by such Holder, and shall deliver such authenticated Bond or Bonds to such Holder. (e) While tendered Bonds are in the custody of the Trustee pending purchase pursuant hereto, the tendering Holders thereof shall be deemed the Owners thereof for all purposes, and interest accruing on tendered Bonds through the day preceding the applicable Bond Purchase Date is to be paid from the Bond Fund as if such Bonds had not been tendered for purchase. (f) Notwithstanding anything herein to the contrary, any Bond or portion thereof tendered under this Section 5.1 hereof will not be purchased if such Bond or portion thereof matures or is redeemed on or prior to the applicable Bond Purchase Date.

Optional Tenders. (a) While the Bonds bear interest at the Daily Interest Rate or Weekly Interest Rate, on each Interest Rate Adjustment Date, each The Holder of Bonds shall have the option to tender for purchase at 100% of the principal amount thereof plus accrued interest, if any, all of the Bonds owned by such Holder, or such lesser principal amount thereof (in denominations of $100,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Bond shall be $100,000 or more in principal amount) as such Holder may specify in accordance with have the terms, conditions and limitations set forth below. The purchase price for each such Bond, or portion thereof, shall be payable in lawful money of the United States of America by check or draft, shall equal the principal amount, or such portion thereof, right to be purchased and accrued interest, if any, and shall be paid in full on the applicable Bond Purchase Date by check or wire transfer at the direction of the Holder but only upon delivery and surrender of tender such Bond to the Trustee. Tender Agent, for purchase at the Purchase Price, in whole or in part (band if in part, in any authorized denomination) To on any Business Day (the "Optional Tender Date") during any Seven-Day Rate Period, but not during any Yearly Fixed Rate Period or the Permanent Fixed Rate Period. In order to exercise the such option granted in Section 5.1(a) hereofwith respect to any Bond, the Holder shall (i) no later than 7 calendar days (or the next preceding Business Day if such seventh day is not a Business Day) prior to the Bond Purchase Date in the case of Bonds in the Weekly Interest Rate Mode and no later than 8:00 a.m., New York, New York time, on the Bond Purchase Date in the case of Bonds in the Daily Interest Rate Mode, thereof must give notice to the Trustee by telecopy or in writingat the Trustee's Office, with a copy to the Remarketing AgentTender Agent at the Tender Office, which states (A) the name and address of the Holder, (B) the principal amount, CUSIP number and Bond numbers of the Bonds to be purchased, (C) that such Bonds are to be purchased on the related Bond Purchase Date pursuant at least seven days prior to the terms hereofproposed Optional Tender Date, and notice (Di) that by telephone, confirmed by Notice of Tender not more than two Business Days after such notice is irrevocable; and telephonic notice, or (ii) by Notice of Tender. If the telephonic notice or the Notice of Tender specifies an Optional Tender Date that is not a Business Day, then such notice shall be deemed to specify the Business Day following the designated Optional Tender Date. Upon the delivery of Notice of Tender, such election to tender shall be irrevocable and binding upon such Holder. If a Notice of Tender shall have been duly given with respect to any Bond, the Holder of such Bond shall deliver such Bond to the principal corporate trust office Tender Agent at the Tender Office at or before 10:00 a.m. Trustee's Time on the Optional Tender Date, together with an instrument of assignment or transfer duly executed in blank (which instrument of assignment or transfer shall be in the form provided on such Bond or in such other form as shall be acceptable to the Tender Agent). Any Bond for which a Notice of Tender shall have been given but which shall not be so delivered to the Tender Agent (an "Unsurrendered Bond"), shall nevertheless be deemed to have been tendered by the Holder thereof on the Optional Tender Date. The Trustee shall, in its sole discretion, determine whether, with respect to any Bond, the Holder thereof shall have properly exercised the option to have its Bond purchased. (b) If any such notice of tender for purchase shall have been given to the Trustee the Bonds pursuant to be purchased in proper form, or in the case of a Beneficial Owner, no later than 10:00 a.m. New York, New York time on the Bond Purchase Date, cause the transfer of the Beneficial Owner’s interest on the records of the Depository, in accordance with the instructions of the Trustee. Upon receiptthis Section, the Trustee shall immediately forward such notice give telegraphic or telephonic notice, with prompt confirmation by Telefax, to the Tender Agent, the Remarketing Agent. (c) Any , the Bank and the Company of the principal amount of Bonds for as to which a notice of tender has for purchase shall have been given by and the Holder proposed Optional Tender Date therefor. On each Optional Tender Date the Trustee shall be deemed cause the Tender Agent to be tendered purchase, at the Purchase Price, all Bonds as to which Notices of Tender for remarketing notwithstanding any failure purchase shall have been received. Funds for payment of delivery of such Bonds to the Trustee. Subject to the right of such non-delivering Holders to receive the Purchase Price of such Bonds and interest accrued thereon to shall be drawn by the day preceding Trustee from the applicable Bond Purchase Fund as provided in Section 406 of this Indenture. (c) If there shall have been irrevocably deposited in the Bond Purchase Fund an amount sufficient to pay the Purchase Price of all Bonds tendered or deemed tendered for purchase on an Optional Tender Date, such any Unsurrendered Bonds shall be null deemed to have been tendered for purchase and void purchased from the Holder thereof on such Optional Tender Date and the Holder of any Unsurrendered Bond shall not be entitled to receive interest on such Unsurrendered Bond for any period on and after the Optional Tender Date. The Tender Agent shall authenticate a new Bond or Bonds in the same aggregate principal amount as the Unsurrendered Bonds, and shall hold or dispose of such new Bond or Bonds in accordance with the provisions of subsections (e) and (f) of Section 303 hereof. Upon receipt by the Tender Agent of any such Unsurrendered Bonds from the Holders thereof, the Trustee shall authenticate and deliver new Bonds cause the Tender Agent to pay the Purchase Price in replacement thereof pursuant to the remarketing respect of such Bonds or the pledge of such Unsurrendered Bonds to the Credit Facility Provider in lieu of remarketing such Bonds as described in Section 5.5 hereof. Any Beneficial Owners who have elected to tender their Beneficial Ownership interests shall be obligated to transfer such Beneficial Ownership interests on the record of the Depository. (d) Upon the giving of the notice pursuant to Section 5.1(a) hereof with respect to Bonds or portions of Bonds, the Holder’s tender of such Bonds or portions thereof shall be irrevocable. If less than all of a Bond so delivered or deemed tendered is to be purchased, the Trustee shall, pursuant to this Indenture, authenticate one or more Bonds in exchange therefor, registered in the name of such Holder, having the aggregate principal amount being retained by such Holder, and shall deliver such authenticated Bond or Bonds to such Holder. (e) While tendered Bonds are in the custody of the Trustee pending purchase pursuant hereto, the tendering Holders thereof shall be deemed the Owners thereof for all purposes, and interest accruing on tendered Bonds through the day preceding the applicable Bond Purchase Date is to be paid from the Bond Fund as if cancel such Bonds had not been tendered for purchaseUnsurrendered Bonds. (f) Notwithstanding anything herein to the contrary, any Bond or portion thereof tendered under this Section 5.1 hereof will not be purchased if such Bond or portion thereof matures or is redeemed on or prior to the applicable Bond Purchase Date.

Optional Tenders. (a) While the Bonds bear interest at the Daily Interest Rate or Weekly Interest Rate, on each Interest Rate Adjustment Date, each The Holder of Bonds any Bond (other than an Obligor Bond) shall have the right to tender such Bond to the Trustee or Tender Agent for purchase in whole or in part on any Business Day during any Variable Rate Period, but not during any Term Rate Period, at a purchase price equal to 100% of the principal amount of the Bond (or portion thereof) tendered plus accrued interest to the specified purchase date (an “Optional Tender Date”). In order to exercise such option with respect to any Bond (other than an Obligor Bond), the Holder thereof must deliver notice thereof to the Trustee, as provided below in this Section, at least 7 days prior to the proposed Optional Tender Date. If an agreement with a securities depository as described in Section 4.13 hereof is then in effect, a Beneficial Owner (through its Direct Participant in the securities depository) shall give notice to the Trustee to elect to have its Bonds purchased, and shall effect delivery of such Bonds by causing such Direct Participant to transfer its interest in the Bonds equal to such Beneficial Owner’s interest on the records of the securities depository to the participant account of the Trustee with the securities depository. The requirement for physical delivery of the Bonds in connection with an Optional Tender shall be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on the records of the securities depository. (b) Any such notice of Optional Tender must be duly executed by the Bondholder and must specify (i) the name of the registered Holder of the Bond to be tendered for purchase, (ii) the Optional Tender Date, (iii) the certificate number and principal amount of such Bond, and (iv) the principal amount of such Bond to be purchased (if such amount is less than the entire principal amount, both the amount to be purchased and the remaining amount must be in an Authorized Denomination). Such notice may be given to the Trustee in writing or by telephone, but no such telephonic notice shall be effective unless confirmed in writing delivered to the Trustee not more than 2 Business Days after such telephonic notice. The written notice of Optional Tender must be substantially in the following form or in such other form as shall be acceptable to the Trustee: Bank One Trust Company, National Association 000 X. Xxxxxxx Xxxxxx Mail Suite AZ1-1128 Phoenix, AZ 85004 Attn: Global Corporate Trust Services, Xxxxxxx X. Xxxxx Re: Industrial Development Revenue Bonds (Ameron International Corporation Project), Series 2001 issued by Xxxxxxx County Economic Development Council pursuant to a Trust Indenture dated as of April 1, 2001 The undersigned is the registered owner of the following Bond, which is part of the above-referenced issue of Bonds: Certificate Number: Principal Amount: The undersigned hereby elects to have (check one as appropriate, and designate the principal amount tendered, if less than the entire amount): _____ the entire principal amount _____ $___________ of the principal amount of such Bond (Note: If such amount is less than the entire principal amount, both the amount to be purchased and the remain­ing amount must be an Authorized Denomination, as defined in the Indenture) purchased on the following date (specify a business day that is at least 7 days after notice of tender is delivered to the Trustee): THE UNDERSIGNED ACKNOWLEDGES THAT THIS ELECTION IS IRREVOCABLE AND BINDING ON THE UNDERSIGNED AND CANNOT BE WITHDRAWN. Dated: ________________. Print or Type Signature (The name(s) and signature(s) must correspond exactly to the name appearing on the registration books maintained by the Trustee) Signature Guaranteed: (Bank or Trust Company) By (Authorized Officer) (c) If any notice of Optional Tender specifies an Optional Tender Date that is not a Business Day, then such notice shall be deemed to specify the next following Business Day as the Optional Tender Date. Unless a notice of Optional Tender indicates that less than the entire principal amount of the Bond is being tendered for purchase, the Holder will be deemed to have tendered the Bond in its entire principal amount for purchase. (d) Not later than the Business Day after receipt of any such telephonic or written notice of Optional Tender the Trustee shall deliver notice to the Tender Agent, the Remarketing Agent, the Lessee and the Bank specifying (i) the principal amount of the Bond for which a notice of Optional Tender has been given and (ii) the proposed Optional Tender Date therefor. (e) Upon delivery of a written notice of Optional Tender, the election to tender shall be irrevocable and binding upon such Holder and may not be withdrawn. The Trustee shall, in its sole discretion, determine whether, with respect to any Bond, the Holder thereof shall have properly exercised the option to have his Bond purchased pursuant to this Section. (f) If a written notice of tender shall have been duly given with respect to any Bond, the Holder of such Bond shall deliver such Bond to the Office of the Trustee or to the Office of the Tender Agent on the Optional Tender Date, together with all necessary endorsements for transfer. If only a portion of such Bond is to be purchased (as a result of the exercise of the Optional Tender right only with respect to such portion), the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same Maturity and interest rate and of any Authorized Denomination or Denominations as requested by such Holder in aggregate principal amount equal to and in ex­change for the unpurchased portion of the principal amount of the Bond surrendered. Any Bond (or portion thereof) that is to be so purchased but that is not so delivered to the Trustee or Tender Agent (an “Unsurrendered Bond”) shall nevertheless be deemed to have been tendered by the Holder thereof on the Optional Tender Date. (g) On each Optional Tender Date the Trustee shall pay to the Holder of each Bond (or portion thereof) properly tendered for purchase at an amount equal to 100% of the principal amount thereof plus accrued interest, if any, all . Funds for payment of the purchase price of such Bonds owned by such Holder, or such lesser principal amount thereof (in denominations of $100,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Bond shall be $100,000 or more in principal amount) as such Holder may specify in accordance with drawn by the terms, conditions and limitations set forth below. The purchase price for each such Bond, or portion thereof, shall be payable in lawful money of Trustee from the United States of America by check or draft, shall equal the principal amount, or such portion thereof, to be purchased and accrued interest, if any, and shall be paid in full on the applicable Bond Purchase Date by check or wire transfer at the direction Fund as provided in Section 8.02 of the Holder but only upon delivery and surrender of such Bond to the Trusteethis Indenture. (bh) To exercise the option granted If there has been irrevocably deposited in Section 5.1(a) hereof, the Holder shall (i) no later than 7 calendar days (or the next preceding Business Day if such seventh day is not a Business Day) prior to the Bond Purchase Date in Fund an amount sufficient to pay the case purchase price of Bonds in the Weekly Interest Rate Mode and no later than 8:00 a.m.any Unsurrendered Bond, New York, New York time, on the such Unsurrendered Bond Purchase Date in the case of Bonds in the Daily Interest Rate Mode, give notice to the Trustee by telecopy or in writing, with a copy to the Remarketing Agent, which states (A) the name and address of the Holder, (B) the principal amount, CUSIP number and Bond numbers of the Bonds to be purchased, (C) that such Bonds are to be purchased on the related Bond Purchase Date pursuant to the terms hereof, and (D) that such notice is irrevocable; and (ii) deliver to the principal corporate trust office of the Trustee the Bonds to be purchased in proper form, or in the case of a Beneficial Owner, no later than 10:00 a.m. New York, New York time on the Bond Purchase Date, cause the transfer of the Beneficial Owner’s interest on the records of the Depository, in accordance with the instructions of the Trustee. Upon receipt, the Trustee shall immediately forward such notice to the Remarketing Agent. (c) Any Bonds for which a notice of tender has been given by the Holder shall be deemed to be have been tendered for remarketing notwithstanding any failure of delivery purchase and purchased from the Holder thereof on such Optional Tender Date and the Holder of such Unsurrendered Bond shall not be entitled to receive interest on such Unsurrendered Bond for any period on and after the Optional Tender Date. The Trustee shall issue a new Bond or Bonds in the same aggregate principal amount for any Unsurrendered Bond which is not tendered for purchase on any Optional Tender Date and, upon receipt by the Trustee or Tender Agent of any such Unsurrendered Bond from the Holder thereof, shall pay, or cause to be paid, the purchase price of such Unsurrendered Bond to the Trustee. Subject to the right of Holder thereof and cancel such non-delivering Holders to receive the Purchase Price of such Bonds and interest accrued thereon to the day preceding the applicable Bond Purchase Date, such Bonds shall be null and void and the Trustee shall authenticate and deliver new Bonds in replacement thereof pursuant to the remarketing of such Bonds or the pledge of such Bonds to the Credit Facility Provider in lieu of remarketing such Bonds as described in Section 5.5 hereof. Any Beneficial Owners who have elected to tender their Beneficial Ownership interests shall be obligated to transfer such Beneficial Ownership interests on the record of the DepositoryUnsurrendered Bond. (di) Upon Anything in this Indenture to the giving contrary notwithstanding, Bondholders may exercise their Optional Tender rights notwithstanding the existence of an Event of Default. The Remarketing Agent shall not sell any Bond after an Event of Default unless the notice pursuant to Section 5.1(a) hereof with respect to Bonds or portions of Bonds, the Holder’s tender purchaser of such Bonds Bond is given notice of acceleration or portions thereof shall be irrevocable. If less than all of a Bond so delivered or deemed tendered is to be purchased, the Trustee shall, pursuant to this Indenture, authenticate one or more Bonds in exchange therefor, registered in the name of such Holder, having the aggregate principal amount being retained by such Holder, and shall deliver such authenticated Bond or Bonds to such Holderredemption as appropriate. (e) While tendered Bonds are in the custody of the Trustee pending purchase pursuant hereto, the tendering Holders thereof shall be deemed the Owners thereof for all purposes, and interest accruing on tendered Bonds through the day preceding the applicable Bond Purchase Date is to be paid from the Bond Fund as if such Bonds had not been tendered for purchase. (f) Notwithstanding anything herein to the contrary, any Bond or portion thereof tendered under this Section 5.1 hereof will not be purchased if such Bond or portion thereof matures or is redeemed on or prior to the applicable Bond Purchase Date.

Optional Tenders. (a) While the Bonds bear interest at the Daily Interest Rate or Weekly Interest Rate, on each Interest Rate Adjustment Date, each Holder The holder of Bonds any Bond shall have the option right to tender such Bond to the Trustee or to the Tender Agent for purchase in whole or in part (if in part, only in an Authorized Denomination) on any Business Day during any Variable Rate Period, but not during any Term Rate Period, at a purchase price equal to 100% of the principal amount of Bonds (or portions thereof tendered plus accrued interestinterest to the specified purchase date (herein referred to as an “Optional Tender Date”). In order to exercise such option with respect to any Bond, if anythe holder thereof must deliver notice thereof to the Trustee, all as provided below, at least 7 days prior to the proposed Optional Tender Date. Any such notice of Optional Tender must be duly executed by the Bondholder and must specify (i) the name of the Bonds owned by such Holderregistered holder of the Bond to be tendered for purchase, or such lesser (ii) the Optional Tender Date, (iii) the certificate number and principal amount thereof (in denominations of $100,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Bond shall be $100,000 or more in principal amount) as such Holder may specify in accordance with the terms, conditions and limitations set forth below. The purchase price for each such Bond, or portion thereof, shall and (iv) the principal amount of such Bond to be payable in lawful money of purchased (if such amount is less than the United States of America by check or draft, shall equal the entire principal amount, or such portion thereof, the amount to be purchased and accrued interestthe remaining amount must be in an Authorized Denomination). Such notice may be given to the Trustee in writing or by telephone, if any, and but no such telephonic notice shall be paid effective unless confirmed in full on writing delivered to the applicable Bond Purchase Date by check or wire transfer at the direction Trustee not more than 2 Business Days after such telephonic notice. A form of the Holder but only Optional Tender notice may be obtained from the Trustee upon delivery and surrender request. If any notice of such Bond to the Trustee. (b) To exercise the option granted in Section 5.1(a) hereof, the Holder shall (i) no later than 7 calendar days (or the next preceding Business Day if such seventh day Optional Tender specifies an Optional Tender Date that is not a Business Day) prior , then such notice shall be deemed to specify the next following Business Day as the Optional Tender Date. Unless a notice of Optional Tender indicates that less than the entire principal amount of the Bond Purchase Date is being tendered for purchase, the holder will be deemed to have tendered the Bond in the case of Bonds in the Weekly Interest Rate Mode and no its entire principal amount for purchase. Not later than 8:00 a.m., New York, New York time, on the Bond Purchase Date in Business Day after receipt of any such telephonic or written notice of Optional Tender the case of Bonds in the Daily Interest Rate Mode, give Trustee shall deliver notice to the Trustee by telecopy or in writingTender Agent, with a copy to the Remarketing Agent, which states the Lessee and the Bank specifying (A) the name and address of the Holder, (Bi) the principal amount, CUSIP number and Bond numbers amount of the Bonds to be purchased, (C) that such Bonds are to be purchased on the related Bond Purchase Date pursuant to the terms hereof, and (D) that such notice is irrevocable; and (ii) deliver to the principal corporate trust office of the Trustee the Bonds to be purchased in proper form, or in the case of a Beneficial Owner, no later than 10:00 a.m. New York, New York time on the Bond Purchase Date, cause the transfer of the Beneficial Owner’s interest on the records of the Depository, in accordance with the instructions of the Trustee. Upon receipt, the Trustee shall immediately forward such notice to the Remarketing Agent. (c) Any Bonds for which a notice of tender Optional Tender has been given and (ii) the proposed Optional Tender Date therefor. Upon delivery of a written notice of Optional Tender by any Bondholder, the election to tender shall be irrevocable and binding upon such holder and may not be withdrawn. If a written notice of Optional Tender shall have been duly given with respect to any Bond, the holder of such Bond shall deliver such Bond to the Trustee or to the Tender Agent on the Optional Tender Date, together with all necessary endorsements for transfer. Any Bond for which a notice of Optional Tender has been given but which is not so delivered to the Trustee or Tender Agent (herein referred to as an “Unsurrendered Bond”), shall nevertheless be deemed to have been tendered by the Holder holder thereof on the Optional Tender Date. If there has been irrevocably deposited in the Bond Purchase Fund an amount sufficient to pay the purchase price of any Unsurrendered Bond, such Unsurrendered Bond shall be deemed to be tendered for remarketing notwithstanding any failure of delivery of such Bonds to the Trustee. Subject to the right of such non-delivering Holders to receive the Purchase Price of such Bonds and interest accrued thereon to the day preceding the applicable Bond Purchase Date, such Bonds shall be null and void and the Trustee shall authenticate and deliver new Bonds in replacement thereof pursuant to the remarketing of such Bonds or the pledge of such Bonds to the Credit Facility Provider in lieu of remarketing such Bonds as described in Section 5.5 hereof. Any Beneficial Owners who have elected to tender their Beneficial Ownership interests shall be obligated to transfer such Beneficial Ownership interests on the record of the Depository. (d) Upon the giving of the notice pursuant to Section 5.1(a) hereof with respect to Bonds or portions of Bonds, the Holder’s tender of such Bonds or portions thereof shall be irrevocable. If less than all of a Bond so delivered or deemed tendered is to be purchased, the Trustee shall, pursuant to this Indenture, authenticate one or more Bonds in exchange therefor, registered in the name of such Holder, having the aggregate principal amount being retained by such Holder, and shall deliver such authenticated Bond or Bonds to such Holder. (e) While tendered Bonds are in the custody of the Trustee pending purchase pursuant hereto, the tendering Holders thereof shall be deemed the Owners thereof for all purposes, and interest accruing on tendered Bonds through the day preceding the applicable Bond Purchase Date is to be paid from the Bond Fund as if such Bonds had not been tendered for purchase. (f) Notwithstanding anything herein to purchase and purchased from the contrary, holder thereof on such Optional Tender Date and the holder of any Unsurrendered Bond or portion thereof tendered under this Section 5.1 hereof will shall not be purchased if entitled to receive interest on such Unsurrendered Bond or portion thereof matures or is redeemed for any period on or prior to and after the applicable Bond Purchase Optional Tender Date. Bondholders may exercise their Optional Tender rights notwithstanding the existence of an event of default under the Indenture. SO LONG AS THE BOOK-ENTRY SYSTEM IS IN EFFECT, A BENEFICIAL OWNER SHALL GIVE NOTICE TO ELECT TO HAVE ITS BONDS PURCHASED OR TENDERED THROUGH ITS DIRECT PARTICIPANT TO THE TRUSTEE AND SHALL EFFECT DELIVERY OF SUCH BONDS BY CAUSING SUCH DIRECT PARTICIPANT TO TRANSFER SUCH DIRECT PARTICIPANT’S INTEREST IN THE BONDS EQUAL TO SUCH BENEFICIAL OWNER’S INTERESTS, ON DTC’S RECORDS, TO THE PARTICI­PANT ACCOUNT OF THE TRUSTEE. THE REQUIREMENT FOR PHYSICAL DELIVERY OF BONDS IN CONNECTION WITH A DEMAND FOR PURCHASE OR A MANDATORY PURCHASE WILL BE DEEMED SATISFIED WHEN THE OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DIRECT PARTICIPANTS ON DTC’S RECORDS.