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40 •• Days after the date of receipt of such notice by the Remarketing Agent in the case of any Optional Tender Date that is an Interest Payment Date, or seven calendar days after the date of receipt of such notice by the Remarketing Agent in the case of any other Optional Tender Date; and (ii) delivery of such Bond (with an appropriate 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) to the Registrar and Paying Agent not later than 10:00 a.m., New York time, on the Optional Tender Date. (b) Mandatory Tender. Except as otherwise provided in this Section, the Bonds are subject to mandatory tender and purchase, and the Issuer will purchase or cause to be purchased (but solely from the Revenues, proceeds or the remarketing of the Bonds by the Remarketing Agent and amounts realized under the Credit Facility) the Bonds, on the Mandatory Tender Daces at a price equal to the principal amount thereof plus accrued interest thereon. The Mandatory Tender Dates are (i) each Conversion Date, (ii) unless a Qualified Credit Facility has been delivered to the Trustee prior to the expiration of any Credit Facility within the time required by the Indenture, the first Business Day of the calendar month in which the stated expiration date of any Credit Facility then in effect occurs and (iii) the effective date of any Alternate Credit Facility that replaces any Credit Facility. The Registrar and Paying Agent will give notice of each Mandatory Tender Date (each, a "Mandatory Tender Notice") to the owners of the Bonds at least 35 days prior to each Mandatory Tender Date. (c) Election Not to Tender. The owner of this Bond may elect to retain this Bond or any portion hereof on any Mandatory Tender Date (if such Bond or such portion hereof is in a denomination authorized to be outstanding after the applicable Mandatory Tender Date) by delivering to the Registrar and Paying Agent irrevocable written notice of such election (a "Non -Tender Notice") on or before 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), which notice shall (i) affirmatively acknowledge such matters as shall be specified in such Mandatory Tender Notice and (ii) contain the irrevocable agreement by such owner not to tender this Bond for purchase pursuant to paragraph (a) of this Section on or before such Mandatory Tender Date. (d) Agreement to Sell Bonds on Tender Dates. The owner of this Bond, by acceptance of this Bond (unless such owner has delivered a Non - Tender Notice with respect to any Mandatory Tender Date as provided in paragraph (c) of this Section), agrees to sell this Bond to the Remarketing Agent, the Credit Facility Provider or its designee or any other party obtained by the Remarketing Agent or otherwise on each Optional Tender Date or Mandatory Tender Date (a "Tender Date") at a price equal to the principal amount hereof plus accrued interest, if any, hereon A-11