FAILS TO PERFORM IN
ACCORDANCE WITH THE TERMS OF THE AUCTION AGENT AGREEMENT, THEN, IN EACH CASE,
THE DISTRIBUTION RATE FOR THE NEXT DISTRIBUTION PERIOD SHALL BE THE DISTRIBUTION
RATE APPLICABLE DURING THE IMMEDIATELY PRECEDING DISTRIBUTION PERIOD.
(II)
NOTWITHSTANDING ANYTHING ELSE SET FORTH HEREIN, IF A DISTRIBUTION
PAYMENT DATE DOES NOT OCCUR AS SCHEDULED BECAUSE THE NEW YORK STOCK EXCHANGE IS
CLOSED OR BANKS IN CITY OF NEW YORK ARE CLOSED FOR BUSINESS DUE TO AN ACT OF
GOD, NATURAL DISASTER, ACT OF WAR, CIVIL OR MILITARY DISTURBANCE, ACT OF
TERRORISM, SABOTAGE, RIOTS OR A LOSS OR MALFUNCTION OF UTILITIES OR
COMMUNICATIONS SERVICES OR THE DIVIDEND PAYABLE ON SUCH DATE CAN NOT BE PAID FOR
ANY SUCH REASON, THEN:
15
(A)
THE DISTRIBUTION PAYMENT DATE FOR THE AFFECTED DISTRIBUTION PERIOD
SHALL BE THE NEXT BUSINESS DAY ON WHICH THE CORPORATION AND ITS PAYING AGENT, IF
ANY, ARE ABLE TO CAUSE THE DIVIDEND TO BE PAID USING THEIR REASONABLE BEST
EFFORTS;
(B)
THE AFFECTED DISTRIBUTION PERIOD SHALL END ON THE DAY IT WOULD
HAVE ENDED HAD SUCH EVENT NOT OCCURRED AND THE DISTRIBUTION PAYMENT DATE HAD
REMAINED THE SCHEDULED DATE;
(C)
THE NEXT DISTRIBUTION PERIOD WILL BEGIN AND END ON THE DATES ON
WHICH IT WOULD HAVE BEGUN AND ENDED HAD SUCH EVENT NOT OCCURRED AND THE
DISTRIBUTION PAYMENT DATE REMAINED THE SCHEDULED DATE; AND
(D)
NO INTEREST SHALL ACCRUE IN RESPECT OF SUCH DELAY IN PAYMENT OF
DIVIDENDS.
(N)
REMARKETING PROCEDURES
(I)
REMARKETING.
(A)
ON THE THIRD ANNIVERSARY OF THE ISSUE DATE AND FOLLOWING THAT, ON
EVERY FIFTH ANNIVERSARY OF THE INITIAL REMARKETING DATE OF THE PASS-THROUGH
TRUST SECURITIES, THE REMARKETING AGENTS SHALL, TO THE EXTENT THE CUSTODIAL
TRUST HAVE NOT GIVEN NOTICE OF REDEMPTION IN FULL OF THE CCS SECURITIES IN
ACCORDANCE WITH THE TERMS THEREOF AND THE REMARKETING AGENTS HAVE NOT DEEMED A
FAILED REMARKETING TO HAVE OCCURRED, REMARKET ALL THE OUTSTANDING PASS-THROUGH
TRUST SECURITIES PRIOR TO THE EXPIRATION OF THE THEN CURRENT FLEXED RATE PERIOD
IN ORDER TO ESTABLISH THE REMARKETING RATE APPLICABLE DURING THE RELEVANT
SUBSEQUENT FLEXED RATE PERIOD.
(B)
IF THE REMARKETING AGENTS GIVE NOTICE TO THE PASS-THROUGH TRUST
AND THE TRUSTEE NOT LESS THAN FIVE (5) BUSINESS DAYS PRIOR TO ANY REMARKETING
DATE OF ITS INTENTION TO PURCHASE ALL OF THE OUTSTANDING PASS-THROUGH TRUST
SECURITIES FOR REMARKETING ON SUCH REMARKETING DATE, ALL OUTSTANDING
PASS-THROUGH TRUST SECURITIES WILL BE DEEMED TO HAVE BEEN AUTOMATICALLY TENDERED
TO THE REMARKETING AGENTS FOR PURCHASE ON SUCH REMARKETING DATE, AT A PURCHASE
PRICE EQUAL TO 100% OF THEIR AGGREGATE FACE AMOUNT.
(C)
THE OBLIGATION OF THE REMARKETING AGENTS TO PURCHASE THE PASS
THROUGH TRUST SECURITIES ON SUCH REMARKETING DATE WILL BE SUBJECT TO THE TERMS
AND CONDITIONS SET FORTH IN THE REMARKETING AGREEMENT.
(II)
SUCCESSFUL REMARKETING.
(A)
ON ANY REMARKETING DATE ON WHICH A REMARKETING IS TO BE CONDUCTED,
THE REMARKETING AGENTS WILL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO
REMARKET FOR A SUBSEQUENT FLEXED RATE PERIOD, AT A PRICE EQUAL TO 100% OF THE
PASS THROUGH TRUST SECURITIES