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• not later than the tenth day of the calendar month preceding such Mandatory Tender Date (or, if such day is not a Business Day, the immediately preceding Business Day), a Non -Tender Notice in accordance with such Bond, which shall be irrevocable and shall (A) state that the holder elects not to tender and sell such Bond or portion thereof; (B) acknowledge each of the matters referred to in such Mandatory Tender Notice; and (C) contain the agreement of the holder not to tender such Bond for purchase pursuant to Section 7(a) of such Bond on or before such Mandatory Tender Date, which agreement will be irrevocable; (iv) that all Bonds (except Credit Facility Bonds and Bonds with respect to which a Non -Tender Notice is properly delivered) must be tendered for purchase at or before 10:00 a.m., New York Time, on such Mandatory Tender Date to the Registrar and Paying Agent with an instrument of transfer satisfactory to the Registrar and Paying Agent executed in blank by the registered owner with the signature guaranteed by a bank, trust company or member firm of the New York Stock Exchange, and that Bonds so tendered will be purchased on such Mandatory Tender Date at a purchase price equal to the principal amount thereof plus accrued interest thereon; and (v) that if there shall be on deposit with the Trustee an amount sufficient to pay the purchase price of the Bonds on such Mandatory Tender Date, the Bonds (other than Bonds with respect to which a Non -Tender Notice is properly delivered) will be deemed to have been purchased on such Mandatory Tender Date and shall cease to bear interest as of such Mandatory Tender Date whether or not such Bonds are tendered to the Registrar and Paying Agent on such date and that the holders of such Bonds shall have no rights with respect thereto or under this Indenture except to receive the purchase price of such Bonds. The Registrar and Paying Agent shall give notice to the Remarketing Agent and the Credit Facility Provider on or before the second Business Day following the tenth day of the calendar month preceding any Mandatory Tender Date of the aggregate principal amount of Bonds to be remarketed on such Mandatory Tender Date, which shall be equal to the aggregate principal amount of Bonds Outstanding on such Mandatory Tender Date, less the sum of (i) the aggregate principal amount of Bonds Outstanding with respect to which Non -Tender Notices meeting the requirements of this Indenture have been timely received by the Registrar and Paying Agent and (ii) the aggregate principal amount of Bonds to be redeemed on such date or purchased from amounts on deposit in the Purchase Account. (c) Purchase of Bonds. The Purchase Price of Bonds tendered for purchase on each Tender Date shall be paid from the following sources in the following order of priority: - 28 -