Common use of Limited Replacement of Special Bonds Clause in Contracts

Limited Replacement of Special Bonds. If any contract in respect of Contract Obligations other than a contract to purchase a New Bond (as defined below), including those purchased on a "when, as and if issued" basis, shall have failed due to any occurrence, act or event beyond the control of the Depositor or the Trustee (such failed Contract Obligations being herein called the "Special Bonds"), the Depositor, after it is notified in writing that the Special Bond will not be delivered by the seller thereof to the Depositor, shall notify the Trustee (such notice being herein called the "Failed Contract Notice") of its inability to deliver the failed Special Bond to the Trustee. Within a maximum of 20 days after giving such Failed Contract Notice (such 20 day period being herein called the "Purchase Period"), the Depositor may, if it deems such action to be in the best interest of the Trust, purchase, or enter into a contract to purchase, an obligation to be held as a Bond hereunder (herein called the "New Bond") as part of the Trust Fund in replacement of the failed Special Bond, subject to the satisfaction of all of the following conditions in the case of each purchase or contract to purchase: (a) The New Bonds (i) shall be tax-exempt bonds issued by states or territories of the United States or political subdivisions and authorities thereof, (ii) shall have a fixed maturity date (whether or not entitled to the benefits of any sinking, redemption, purchase or similar fund) not less than the earlier of the maturity of the Special Bond or ten years after the date of purchase, (iii) must be purchased at a price that results in a yield to maturity and a current return at least equal to that of the Special Bonds as of the Initial Date of Deposit, (iv) shall be payable as to principal and interest in United States currency, (v) shall not be "when, as if issued" bonds and (vi) must be eligible to be insured (and when acquired be insured) under the Insurance, if applicable. (b) Each New Bond shall be rated at least "A" or better by Standard & Poor's Ratings Group, a division of XxXxxx-Xxxx, Inc. or Xxxxx'x Investors Service, Inc. (c) The purchase price of the New Bonds shall not exceed the amount of funds reserved for the purchase of the Special Bonds. (d) The Depositor shall furnish a notice to the Trustee (which may be part of the Failed Contract Notice) in respect of the New Bond purchased or to be purchased that shall (i) identify the New Bonds, (ii) state that the contract to purchase, if any, entered into by the Depositor is satisfactory in form and substance and (iii) state that the foregoing conditions of clauses (a) and (b) have been satisfied with respect to the New Bonds. Upon satisfaction of the foregoing conditions with respect to any New Bond, the Trustee shall pay the purchase price for the New Bond from the amount of funds reserved for the purchase of the Special Bonds or, if the Trustee has credited any moneys and/or letters of credit attributable to the failed Special Bond to the Principal Account, the Trustee shall pay the purchase price of the New Bond upon directions from the Depositor from the moneys and/or letters of credit so credited to the Principal Account. If the Trustee has credited moneys of the Depositor to the Principal Account, the Trustee shall forthwith return to the Depositor the portion of such moneys that is not properly distributable to Unitholders pursuant to Section 3.04. Whenever a New Bond is acquired by the Depositor pursuant to the provisions of this Section 3.12, the Trustee shall, within five days thereafter, mail to all Unitholders notices of such acquisition, including an identification of the failed Special Bonds and the New Bonds acquired. The purchase price of the New Bonds shall be paid out of the funds reserved for the purchase of the failed Special Bonds. Except as provided in Article VIII, the Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any purchase made pursuant to any such directions and in the absence of such directions the Trustee shall have no duty to purchase any New Bonds under this Agreement. The Depositor shall not be liable for any failure to instruct the Trustee to purchase any New Bonds or for errors of judgment in respect of this Section 3.12; provided, however, that this provision shall not protect the Depositor against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder.

Limited Replacement of Special Bonds. If any contract in respect of to Contract Obligations Bonds, other than a contract to purchase a New Bond (as defined below)Replacement Bond, including those purchased on a "when, as and if issued" issued basis, shall have failed due to any occurrence, act or event beyond the control of the Depositor or the Trustee (such failed Contract Obligations being herein called the "Special Bonds")Trustee, the Depositor, after it is notified in writing that the Special Bond will not be delivered by the seller thereof to the Depositor, Depositor shall notify give the Trustee (such notice being herein called the "Failed Contract Notice") of its inability to deliver ." During the failed Special Bond to the Trustee. Within a maximum of 20 days after giving such Failed Contract Notice (such 20 day period being herein called the "Purchase Period"), the Depositor mayshall, if it deems such action to be in the best interest of the Trustpossible, purchase, purchase or enter into a contract to purchase, an obligation to be held as purchase a Replacement Bond hereunder (herein called the "New Bond") as part of the Trust Fund in replacement of the failed Special Bond, subject to the satisfaction of all of the following conditions in the case of each purchase or contract to purchase: (a) The New Bonds Each Replacement Bond (i) shall be tax-exempt bonds issued by states or territories bear interest that is excludable from gross income for federal and Minnesota income tax purposes and that is treated for purposes of the United States or political subdivisions and authorities thereoffederal alternative minimum tax the same as the interest on the Special Bond it replaces, (ii) shall have a fixed maturity date (whether or not entitled to the benefits of any sinking, redemption, purchase or similar fund) not less than exceeding the earlier date of the maturity of the Special Bond or it replaces and not less than ten years after the date of purchase, (iii) must shall be purchased at a price that results in a yield to maturity and a current return, in each case as of the Date of Deposit, which is approximately equivalent to the yield to maturity and the current return at least equal to that of the Special Bonds as of the Initial Date of DepositBond which it replaces, (iv) shall be payable as to principal and interest in legal tender of the United States currencyof America, and (v) shall not be "a when, as and if issued" bonds and (vi) must be eligible to be insured (and when acquired be insured) under the Insurance, if applicableissued Bond. (b) Each New Replacement Bond shall be rated at least "A" or better equal to the Special Bond which it replaces by Standard & Poor's Ratings Group, a division of XxXxxx-Xxxx, Inc. Corporation or Xxxxx'x Investors Service, Inc.Service or comparably rated by any other nationally recognized credit rating service rating debt obligations which shall be designated by the Depositor and shall be satisfactory to the Trustee. (c) The purchase price of the New Replacement Bonds (exclusive of accrued interest) shall not exceed the amount of funds reserved for principal attributable to the purchase Special Bonds (i.e., the cost of the Special BondsBonds on the Date of Deposit, exclusive of accrued interest). (d) No deposit of Replacement Bonds shall be made after the earlier of (i) 90 days after the date of execution and delivery of the Reference Trust Agreement or (ii) the First Distribution Date. (e) The Depositor shall furnish a notice to the Trustee (which may be part of the Failed Contract Notice) in respect of the New Bond Replacement Bonds purchased or to be purchased that shall (i) identify the New Replacement Bonds, (ii) state that the contract to purchase, if any, entered into by the Depositor is satisfactory in form and substance substance, and (iii) state that the foregoing conditions of clauses (a) and through (be) have been satisfied with respect to the New Replacement Bonds. Notwithstanding anything to the contrary in this Section 3.14, no substitution of Replacement Bonds will be made without an opinion of counsel that such substitution will not adversely affect the federal and Minnesota income tax status of the Trust Fund, if such Replacement Bonds when added to all previously purchased Replacement Bonds in the Trust Fund exceed 15% of the principal amount of Bonds initially deposited in the Trust Fund. Upon satisfaction of the foregoing conditions with respect to any New Replacement Bond, the Trustee Depositor shall pay the purchase price for the New Replacement Bond from the amount of funds reserved for the purchase of the Special Bonds its own resources or, if the Trustee has credited any moneys and/or letters of credit attributable to the failed Special Bond to the Principal Account, the Trustee shall pay the purchase price of the New Replacement Bond upon directions from the Depositor from the moneys and/or letters of credit so credited to the Principal Account. If the Depositor has paid the purchase price and, in addition, the Trustee has credited moneys of the Depositor to the Principal Account, the Trustee shall forthwith return to the Depositor the portion of such moneys that is not properly distributable to Unitholders Certificateholders pursuant to Section 3.04. 3.05. Whenever a New the Replacement Bond is acquired by the Depositor pursuant to the provisions of this Section 3.123.14, the Trustee shall, within five days thereafter, mail to all Unitholders Certificateholders notices of such acquisition, including an identification of the failed Special Bonds and the New Replacement Bonds acquired. The If paid by the Trustee, the purchase price of the New Replacement Bonds shall be paid out of the funds in the Principal Account reserved for the purchase of the failed Special Bonds. Except as provided in Article VIII, the The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any purchase made pursuant to any such directions directions, and in the absence of such directions the Trustee shall have no duty to purchase any New Bonds under this AgreementIndenture. The Depositor shall not be liable for any failure to instruct the Trustee to purchase any New Replacement Bonds or for errors of judgment in respect of this Section 3.123.14; provided, however, that this provision shall not protect the Depositor against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder.

Limited Replacement of Special Bonds. If any contract in respect of Contract Obligations Bonds other than a contract to purchase a New Bond (as defined below), including those purchased on a "when, as and if issued" issued basis, shall have failed due to any occurrence, act or event beyond the control of the Depositor or the Trustee (such failed Contract Obligations Bonds being herein called the "Special Bonds"), the Depositor, after it is notified in writing that the Special Bond will not be delivered by the seller thereof to the Depositor, Depositor shall notify the Trustee (such notice being herein called the "Failed Contract Notice") of its inability to deliver the failed Special Bond to the TrusteeTrustee after it is notified that the Special Bond will not be delivered by the seller thereof to the Depositor. Within Such Failed Contract Notice shall be given no later than 90 days after the Date of Deposit for the Trust. Prior to, or simultaneously with, giving the Trustee the Failed Contract Notice, or within a maximum of 20 twenty days after giving such Failed Contract Notice (such 20 twenty-day period being herein called the "Purchase Period", unless the Depositor determine not to replace the Special Bond, in which case the "Purchase Period" will terminate on the date of such determination), the Depositor mayshall, if it deems such action to be in the best interest of the Trustpossible, purchase, purchase or enter into a contract to purchase, purchase an obligation to be held as a Bond hereunder (herein called the "New Bond") as part of the Trust Fund in replacement of the failed Special Bond, subject to the satisfaction of all of the following conditions in the case of each purchase or contract to purchase: (a) The New Bonds (i) shall be tax-exempt bonds issued by states a state or territories of the a county, municipality, authority or political subdivision thereof or by certain United States territories or political subdivisions and authorities thereofpossessions or their public authorities, (ii) shall have a fixed maturity date (whether or not entitled to the benefits of any sinking, redemption, purchase or similar fund) not less than exceeding the earlier date of the maturity of the Special Bond or they replace and not less than ten years after the date of purchase, (iii) must shall be purchased at a price that results in a yield to maturity and a current return return, in each case as of the Date of Deposit, at least equal to that the yield to maturity and the current return of the Special Bonds as of the Initial Date of DepositBond which they replace, (iv) shall be payable as to principal and interest in United States currency, and (v) shall not be "when, as and if issued" bonds and (vi) must be eligible to be insured (and when acquired be insured) under the Insurance, if applicableissued Bonds. (b) Each New Bond shall be rated at least "A" or better equal to the Special Bond which it replaces by Standard & Poor's Ratings Group, a division of XxXxxx-Xxxx, Inc. Corporation or Xxxxx'x Investors Service, Inc.or comparably rated by any other nationally recognized credit rating service rating debt obligations which shall be designated by the Depositor and shall be satisfactory to the Trustee. (c) The purchase price of the New Bonds (exclusive of accrued interest) shall not exceed the amount of funds reserved for the purchase of principal attributable to the Special Bonds. (d) The Depositor shall furnish a notice to the Trustee (which may be part of the Failed Contract Notice) in respect of the New Bond Bonds purchased or to be purchased that shall (i) identify the New Bonds, (ii) state that the contract to purchase, if any, entered into by the Depositor is satisfactory in form and substance substance, and (iii) state that the foregoing conditions of clauses (a) and through (bc) have been satisfied with respect to the New Bonds. Upon satisfaction of the foregoing conditions with respect to any New Bond, the Trustee Depositor shall pay the purchase price for the New Bond from the amount of funds reserved for the purchase of the Special Bonds its own resources or, if the Trustee has credited any moneys and/or letters of credit attributable to the failed Special Bond to the Principal Account, the Trustee shall pay the purchase price of the New Bond upon directions from the Depositor from the moneys and/or letters of credit so credited to the Principal Account. If the Depositor has paid the purchase price, and, in addition, the Trustee has credited moneys of the Depositor to the Principal Account, the Trustee shall forthwith return to the Depositor the portion of such moneys that is not properly distributable to Unitholders Certificateholders pursuant to Section 3.043.5. Whenever a New Bond is acquired by the Depositor pursuant to the provisions of this Section 3.12, the Trustee shall, within five days thereafter, mail to all Unitholders notices of such acquisition, including an identification of the failed Special Bonds and the New Bonds acquired. The purchase price of the New Bonds shall be paid out of the funds reserved for the purchase of the failed Special Bonds. Except as provided in Article VIII, the Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any purchase made pursuant to any such directions and in the absence of such directions the Trustee shall have no duty to purchase any New Bonds under this Agreement. The Depositor shall not be liable for any failure to instruct the Trustee to purchase any New Bonds or for errors of judgment in respect of this Section 3.12; provided, however, that this provision shall not protect the Depositor against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder.

Limited Replacement of Special Bonds. If any contract in respect of Contract Obligations Bonds other than a contract to purchase a New Bond (as defined below), including those purchased on a "when, as and if issued" issued basis, shall have failed due to any occurrence, act or event beyond the control of the Depositor Depositors or the Trustee (such failed Contract Obligations Bonds being herein called the "Special Bonds"), the Depositor, after it is notified in writing that the Special Bond will not be delivered by the seller thereof to the Depositor, Depositors shall notify the Trustee (such notice being herein called the "Failed Contract Notice") of its their inability to deliver the failed Special Bond to the TrusteeTrustee after they are notified that the Special Bond will not be delivered by the seller thereof to the Depositors. Within Such Failed Contract Notice shall be given no later than 90 days after the Date of Deposit for the Trust. Prior to, or simultaneously with, giving the Trustee the Failed Contract Notice, or within a maximum of 20 twenty days after giving such Failed Contract Notice (such 20 twenty-day period being herein called the "Purchase Period," unless the Depositors determine not to replace the Special Bond, in which case the "Purchase Period" will terminate on the date of such determination), the Depositor mayDepositors shall, if it deems such action to be in the best interest of the Trustpossible, purchase, purchase or enter into a contract to purchase, purchase an obligation to be held as a Bond hereunder (herein called the "New Bond") as part of the Trust Fund in replacement of the failed Special Bond, subject to the satisfaction of all of the following conditions in the case of each purchase or contract to purchase: (a) The New Bonds (i) shall be tax-exempt bonds issued by states the State of New York or territories of the a county, municipality, authority or political subdivision thereof or by certain United States territories or political subdivisions and authorities thereofpossessions or their public authorities, (ii) shall have a fixed maturity date (whether or not entitled to the benefits of any sinking, redemption, purchase or similar fund) not less than exceeding the earlier date of the maturity of the Special Bond or they replace and not less than ten years after the date of purchase, (iii) must shall be purchased at a price that results in a yield to maturity and a current return return, in each case as of the Date of Deposit, at least equal to that the yield to maturity and the current return of the Special Bonds as of the Initial Date of DepositBond which they replace, (iv) shall be payable as to principal and interest in United States currency, and (v) shall not be "when, as and if issued" bonds and (vi) must be eligible to be insured (and when acquired be insured) under the Insurance, if applicableissued Bonds. (b) Each New Bond shall be rated at least "A" or better equal to the Special Bond which it replaces by Standard & Poor's Ratings Group, a division of XxXxxx-Xxxx, Inc. Corporation or Xxxxx'x Moody's Investors Service, Inc.or compaxxxxx xated by any other nationally recognized credit rating service rating debt obligations which shall be designated by the Depositors and shall be satisfactory to the Trustee. (c) The purchase price of the New Bonds (exclusive of accrued interest) shall not exceed the amount of funds reserved for the purchase of principal attributable to the Special Bonds. (d) The Depositor Depositors shall furnish a notice to the Trustee (which may be part of the Failed Contract Notice) in respect of the New Bond Bonds purchased or to be purchased that shall (i) identify the New Bonds, (ii) state that the contract to purchase, if any, entered into by the Depositor Depositors is satisfactory in form and substance substance, and (iii) state that the foregoing conditions of clauses (a) and through (bc) have been satisfied with respect to the New Bonds. (e) Each New Bond purchased must be a Bond which will be acceptable to the Insurer to be insured under a policy or policies of insurance identical in form and substance to the Insurance and will be so insured upon acquisition by the Trust. Upon satisfaction of the foregoing conditions with respect to any New Bond, the Trustee Depositors shall pay the purchase price for the New Bond from the amount of funds reserved for the purchase of the Special Bonds their own resources or, if the Trustee has credited any moneys and/or letters of credit attributable to the failed Special Bond to the Principal Account, the Trustee shall pay the purchase price of the New Bond upon directions from the Depositor Depositors from the moneys and/or letters of credit so credited to the Principal Account. If the Depositors have paid the purchase price, and, in addition, the Trustee has credited moneys of the Depositor Depositors to the Principal Account, the Trustee shall forthwith return to the Depositor Depositors the portion of such moneys that is not properly distributable to Unitholders Certificateholders pursuant to Section 3.04. 3.5. Whenever a New Bond is acquired by the Depositor Depositors pursuant to the provisions of this Section 3.123.14, the Trustee shall, within five days thereafter, mail to all Unitholders Certificateholders notices of such acquisition, including an identification of the failed Special Bonds Bond and the New Bonds Bond acquired. The purchase price of the New Bonds shall be paid out of the funds reserved for the purchase of the failed Special Bonds. Except as provided in Article VIII, the Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any purchase made pursuant to any such directions and in the absence of such directions the Trustee shall have no duty to purchase any New Bonds under this AgreementIndenture. The Depositor Depositors shall not be liable for any failure to instruct the Trustee to purchase any New Bonds or for errors of judgment in respect of this Section 3.123.14; provided, however, that this provision shall not protect the Depositor Depositors against any liability to which it they would otherwise be subject by reason of willful misfeasancemisconduct, bad faith or gross negligence in the performance of its duties or by reason their duties. Notwithstanding anything to the contrary in this Section 3.14, no substitution of its reckless disregard New Bonds will be made without an opinion of its obligations and duties hereundercounsel that such substitution will not adversely affect the Federal income tax status of the Trust, if such New Bonds when added to all previously purchased New Bonds in the Trust exceed 15% of the principal amount of Bonds initially deposited.

Limited Replacement of Special Bonds. If any contract in respect of Contract Obligations Bonds other than a contract to purchase a New Bond (as defined below), including those purchased on a "when, as and if issued" issued basis, shall have failed due to any occurrence, act or event beyond the control of the Depositor or the Trustee (such failed Contract Obligations Bonds being herein called the "Special Bonds")) , the Depositor, after it is notified in writing that the Special Bond will not be delivered by the seller thereof to the Depositor, Depositor shall notify the Trustee (such notice being herein called the "Failed Contract Notice") of its their inability to deliver the failed Special Bond to the TrusteeTrustee after they are notified that the Special Bond will not be delivered by the seller thereof to the Depositor. Within Such Failed Contract Notice shall be given no later than 90 days after the Date of Deposit for the Trust. Prior to, or simultaneously with, giving the Trustee the Failed Contract Notice, or within a maximum of 20 twenty days after giving such Failed Contract Notice (such 20 twenty-day period being herein called the "Purchase Period," unless the Depositor determines not to replace the Special Bond, in which case the "Purchase Period" will terminate on the date of such determination), the Depositor mayshall, if it deems such action to be in the best interest of the Trustpossible, purchase, purchase or enter into a contract to purchase, purchase an obligation to be held as a Bond hereunder (herein called the "New Bond") as part of the Trust Fund in replacement of the failed Special Bond, subject to the satisfaction of all of the following conditions in the case of each purchase or contract to purchase: (a) The New Bonds (i) shall be tax-exempt bonds issued by states the State of New York or territories of the a county, municipality, authority or political subdivision thereof or by certain United States territories or political subdivisions and authorities thereofpossessions or their public authorities, (ii) shall have a fixed maturity date (whether or not entitled to the benefits of any sinking, redemption, purchase or similar fund) not less than exceeding the earlier date of the maturity of the Special Bond or they replace and not less than ten years after the date of purchase, (iii) must shall be purchased at a price that results in a yield to maturity and a current return return, in each case as of the Date of Deposit, at least equal to that the yield to maturity and the current return of the Special Bonds as of the Initial Date of DepositBond which they replace, (iv) shall be payable as to principal and interest in United States currency, and (v) shall not be "when, as and if issued" bonds and (vi) must be eligible to be insured (and when acquired be insured) under the Insurance, if applicableissued Bonds. (b) Each New Bond shall be rated at least "A" or better by Standard & Poor's Ratings Group, a division of XxXxxx-Xxxx, Inc. or Xxxxx'x Investors Service, Inc. (c) The purchase price of the New Bonds (exclusive of accrued interest) shall not exceed the amount of funds reserved for the purchase of principal attributable to the Special Bonds. (dc) The Depositor shall furnish a notice to the Trustee (which may be part of the Failed Contract Notice) in respect of the New Bond Bonds purchased or to be purchased that shall (i) identify the New Bonds, (ii) state that the contract to purchase, if any, entered into by the Depositor is satisfactory in form and substance substance, and (iii) state that the foregoing conditions of clauses (a) and through (bc) have been satisfied with respect to the New Bonds. (d) Each New Bond purchased must be a Bond which is insured by an AAA-rated insurance company that guarantees the scheduled payments of principal and interest on the bonds when due, as long as they are outstanding. Upon satisfaction of the foregoing conditions with respect to any New Bond, the Trustee Depositor shall pay the purchase price for the New Bond from the amount of funds reserved for the purchase of the Special Bonds its own resources or, if the Trustee has credited any moneys and/or letters of credit attributable to the failed Special Bond to the Principal Account, the Trustee shall pay the purchase price of the New Bond upon directions from the Depositor from the moneys and/or letters of credit so credited to the Principal Account. If the Depositor has paid the purchase price, and, in addition, the Trustee has credited moneys of the Depositor to the Principal Account, the Trustee shall forthwith return to the Depositor the portion of such moneys that is not properly distributable to Unitholders Certificateholders pursuant to Section 3.043.6. Whenever a New Bond is acquired by the Depositor pursuant to the provisions of this Section 3.123.15, the Trustee shall, within five days thereafter, mail to all Unitholders Certificateholders notices of such acquisition, including an identification of the failed Special Bonds Bond and the New Bonds Bond acquired. The purchase price of the New Bonds shall be paid out of the funds reserved for the purchase of the failed Special Bonds. Except as provided in Article VIII, the Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any purchase made pursuant to any such directions and in the absence of such directions the Trustee shall have no duty to purchase any New Bonds under this AgreementIndenture. The Depositor shall not be liable for any failure to instruct the Trustee to purchase any New Bonds or for errors of judgment in respect of this Section 3.123.15; provided, however, that this provision shall not protect the Depositor against any liability to which it would otherwise be subject by reason of willful misfeasancemisconduct, bad faith or gross negligence in the performance of its duties or by reason duties. Notwithstanding anything to the contrary in this Section 3.15, no substitution of its reckless disregard New Bonds will be made without an opinion of its obligations and duties hereundercounsel that such substitution will not adversely affect the Federal income tax status of the Trust, if such New Bonds when added to all previously purchased New Bonds in the Trust exceed 15% of the principal amount of Bonds initially deposited.

Limited Replacement of Special Bonds. If any contract in respect of Contract Obligations other than a contract to purchase a New Bond (as defined below), including those purchased on a "when, as and if issued" basis, shall have failed due to any occurrence, act or event beyond the control of the Depositor or the Trustee (such failed Contract Obligations being herein called the "Special Bonds"), the Depositor, after it is notified in writing that the Special Bond will not be delivered by the seller thereof to the Depositor, shall notify the Trustee (such notice being herein called the "Failed Contract Notice") of its inability to deliver the failed Special Bond to the Trustee. Within a maximum of 20 days after giving such Failed Contract Notice (such 20 day period being herein called the "Purchase Period"), the Depositor may, if it deems such action to be in the best interest of the Trust, purchase, or enter into a contract to purchase, an obligation to be held as a Bond hereunder (herein called the "New Bond") as part of the Trust Fund in replacement of the failed Special Bond, subject to the satisfaction of all of the following conditions in the case of each purchase or contract to purchase: (a) The New Bonds (i) shall be tax-exempt bonds issued by states or territories of the United States or political subdivisions and authorities thereof, (ii) shall have a fixed maturity date (whether or not entitled to the benefits of any sinking, redemption, purchase or similar fund) not less than the earlier of the maturity of the Special Bond or ten years after the date of purchase, (iiiii) must be purchased at a price that results in a yield to maturity and a current return at least equal to that of the Special Bonds as of the Initial Date of Deposit, (iviii) shall be payable as to principal and interest in United States currency, (viv) shall not be "when, as if issued" bonds and (viv) must be eligible to be insured (and when acquired be insured) under the Insurance, if applicable. (b) Each New Bond shall be rated at least "AB-" or better by Standard & Poor's Ratings Group, a division of XxXxxx-Xxxx, Inc. or Inc., Xxxxx'x Investors Service, Inc.Inc. or Fitch Investors Service, L.P. (c) The purchase price of the New Bonds shall not exceed the amount of funds reserved for the purchase of the Special Bonds. (d) The Depositor shall furnish a notice to the Trustee (which may be part of the Failed Contract Notice) in respect of the New Bond purchased or to be purchased that shall (i) identify the New Bonds, (ii) state that the contract to purchase, if any, entered into by the Depositor is satisfactory in form and substance and (iii) state that the foregoing conditions of clauses (a) and (b) have been satisfied with respect to the New Bonds. Upon satisfaction of the foregoing conditions with respect to any New Bond, the Trustee shall pay the purchase price for the New Bond from the amount of funds reserved for the purchase of the Special Bonds or, if the Trustee has credited any moneys and/or letters of credit attributable to the failed Special Bond to the Principal Account, the Trustee shall pay the purchase price of the New Bond upon directions from the Depositor from the moneys and/or letters of credit so credited to the Principal Account. If the Trustee has credited moneys of the Depositor to the Principal Account, the Trustee shall forthwith return to the Depositor the portion of such moneys that is not properly distributable to Unitholders pursuant to Section 3.04. Whenever a New Bond is acquired by the Depositor pursuant to the provisions of this Section 3.12, the Trustee shall, within five days thereafter, mail to all Unitholders notices of such acquisition, including an identification of the failed Special Bonds and the New Bonds acquired. The purchase price of the New Bonds shall be paid out of the funds reserved for the purchase of the failed Special Bonds. Except as provided in Article VIII, the Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any purchase made pursuant to any such directions and in the absence of such directions the Trustee shall have no duty to purchase any New Bonds under this Agreement. The Depositor shall not be liable for any failure to instruct the Trustee to purchase any New Bonds or for errors of judgment in respect of this Section 3.12; provided, however, that this provision shall not protect the Depositor against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder.