Common use of Failure to Deposit Clause in Contracts

Failure to Deposit. (a) If any Failure to Deposit shall have occurred with respect to APS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.8(c) hereof and the Trust shall have paid to the Auction Agent a late charge (a “Late Charge”) equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such Dividend Period by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the Redemption Price of the APS, if any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 300% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is not cured in accordance with Section 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G hereto by first-class mail, postage prepaid, to the Broker-Dealers not later than one Business Day after its receipt of the payment from the Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to APS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust shall not have paid the applicable Late Charge to the Auction Agent; or (ii) any Failure to Deposit shall have occurred with respect to APS during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust shall not have paid the applicable Late Charge to the Auction Agent in accordance with Section 2(e)(i)(D) of Part I of the Statement (such Late Charge, for purposes of this clause (b) (ii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then the Auction Agent shall deliver a notice in the form of Exhibit H hereto to the Broker-Dealers not later than one Business Day after the receipt of the payment from the Trust curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the APS and (ii) without duplication, the Redemption Price for the APS, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust’s failure to pay the Redemption Price in respect of APS when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a1) If If: (1) any Failure to Deposit shall have occurred with respect to APS Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.8(c) hereof and the Trust shall have paid to the Auction Agent a late charge (a “"Late Charge”") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such Dividend Period by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS Preferred Shares and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the Redemption Price of the APSPreferred Shares, if any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 300200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is not cured in accordance with Section 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS Preferred Shares to be the redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G hereto by first-class mail, postage prepaid, to the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from the Trust curing such Failure to Deposit and such Late Charge. (b2) If: (i1) any Failure to Deposit shall have occurred with respect to APS Preferred Shares during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust shall not have paid the applicable Late Charge to the Auction Agent; or (ii2) any Failure to Deposit shall have occurred with respect to APS Preferred Shares during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust shall not have paid the applicable Late Charge to the Auction Agent in accordance with Section 2(e)(i)(D2(e)(i)(d) of Part I of the Statement (such Late Charge, for purposes of this clause (b) (iiiii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then the Auction Agent shall deliver a notice in the form of Exhibit H hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from the Trust curing such Failure to Deposit and such Late Charge. (c3) A Failure to Deposit with respect to APS Preferred Shares shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the APS Preferred Shares and (ii) without duplication, the 15 Redemption Price for the APSPreferred Shares, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust’s 's failure to pay the Redemption Price in respect of APS Preferred Shares when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If any Failure to Deposit shall have occurred with respect to APS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.8(c) hereof and the Trust shall have paid to the Auction Agent a late charge (a “Late Charge”) equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such Dividend Period by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the Redemption Price of the APS, if any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 300% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is not cured in accordance with Section 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G hereto by first-class mail, postage prepaid, to the Broker-Dealers not later than one Business Day after its receipt of the payment from the Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to APS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust shall not have paid the applicable Late Charge to the Auction Agent; or (ii) any Failure to Deposit shall have occurred with respect to APS during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust shall not have paid the applicable Late Charge to the Auction Agent in accordance with Section 2(e)(i)(D) of Part I of the Statement (such Late Charge, for purposes of this clause (b) (ii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 364 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then the Auction Agent shall deliver a notice in the form of Exhibit H hereto to the Broker-Dealers not later than one Business Day after the receipt of the payment from the Trust curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the APS and (ii) without duplication, the Redemption Price for the APS, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust’s failure to pay the Redemption Price in respect of APS when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If any Failure to Deposit shall have occurred with respect to APS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.8(c) hereof and the Trust shall have paid to the Auction Agent a late charge (a “"Late Charge”") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such Dividend Period by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the Redemption Price of the APS, if any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 300200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is not cured in accordance with Section 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G hereto by first-class mail, postage prepaid, to the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from the Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to APS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust shall not have paid the applicable Late Charge to the Auction Agent; or (ii) any Failure to Deposit shall have occurred with respect to APS during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust shall not have paid the applicable Late Charge to the Auction Agent in accordance with Section 2(e)(i)(D) of Part I of the Statement (such Late Charge, for purposes of this clause (b) (ii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then the Auction Agent shall deliver a notice in the form of Exhibit H hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from the Trust curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the APS and (ii) without duplication, the Redemption Price for the APS, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust’s 's failure to pay the Redemption Price in respect of APS when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If any Failure failure to Deposit deposit shall have occurred with respect to APS any series of AMPS during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days days during which a Failure failure to Deposit deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third fourth Business Day next succeeding the date on which such Failure failure to Deposit deposit occurred, such Failure failure to Deposit deposit shall have been cured in accordance with Section 2.8(c) hereof and the Trust Fund shall have paid to the Auction Agent a late charge (a “"Late Charge”") equal to the sum of (1) if such Failure failure to Deposit deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Rate Period on such shares, an amount computed by multiplying (x) 200300% of the Reference Rate for the Rate Period during which such Failure failure to Deposit deposit occurs on the Dividend Payment Date for such Dividend Rate Period by (y) a fraction, the numerator of which shall be the number of days for which such Failure failure to Deposit deposit has not been cured in accordance with Section 2.8(c) hereof (including the day such Failure failure to Deposit deposit occurs and excluding the day such Failure failure to Deposit deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS AMPS and (2) if such Failure failure to Deposit deposit consisted of the failure timely to pay to the Auction Agent the Redemption Price redemption price of the APSshares of any series of AMPS, if any, for which Notice notice of Redemption redemption has been given by the TrustFund, an amount computed by multiplying (x) 300% of the Reference Rate for the Rate Period during which such Failure failure to Deposit deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure failure to Deposit deposit is not cured in accordance with Section 2.8(c) hereof (including the day such Failure failure to Deposit deposit occurs and excluding the day such Failure failure to Deposit deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS shares of such series of AMPS to be redeemed, then the Auction Agent shall deliver a notice it received in the form of Exhibit G F hereto by first-class mail, postage prepaid, to the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from the Trust Fund curing such Failure failure to Deposit deposit and such Late Charge. (b) If: (i) any Failure failure to Deposit deposit shall have occurred with respect to APS AMPS during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days days during which a Failure failure to Deposit deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third fourth Business Day next succeeding the date on which such Failure failure to Deposit deposit occurred, such Failure failure to Deposit deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust Fund shall not have paid the applicable Late Charge to the Auction Agent; or (ii) any Failure failure to Deposit deposit shall have occurred with respect to APS AMPS during a Special Rate Period thereof consisting of more than 364 Rate Period Daysdays, or during any Rate Period thereof succeeding any Special Rate Period consisting of more than 364 Rate Period Days days during which a Failure failure to Deposit deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure failure to Deposit deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust Fund shall not have paid the applicable Late Charge to the Auction Agent in accordance with Section 2(e)(i)(D) of Part I of the Statement (such Late Charge, for purposes of this clause (b) (ii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced)Agent; then the Auction Agent shall deliver a the notice it received in the form of Exhibit H G hereto to the Broker-Dealers not later than one for such series as soon as practicable following such fourth Business Day after the receipt of the payment from the Trust curing such Failure to Deposit and such Late ChargeDay. (c) A Failure failure to Deposit deposit with respect to APS shares of a series of AMPS shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust Fund shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the APS shares of such series of AMPS and (ii) without duplication, the Redemption Price for the APSshares of such series of AMPS, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust’s Fund's failure to pay the Redemption Price in respect of APS shares of a series of AMPS when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If any Failure to Deposit shall have occurred with respect to APS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.8(c) hereof and the Trust shall have paid to the Auction Agent a late charge (a “"Late Charge”") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such Dividend Period by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the Redemption Price of the APS, if any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 300% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is not cured in accordance with Section 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G hereto by first-class mail, postage prepaid, to the Broker-Dealers not later than one Business Day after its receipt of the payment from the Trust curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to APS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust shall not have paid the applicable Late Charge to the Auction Agent; or (ii) any Failure to Deposit shall have occurred with respect to APS during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust shall not have paid the applicable Late Charge to the Auction Agent in accordance with Section 2(e)(i)(D) of Part I of the Statement (such Late Charge, for purposes of this clause (b) (ii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 364 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then the Auction Agent shall deliver a notice in the form of Exhibit H hereto to the Broker-Dealers not later than one Business Day after the receipt of the payment from the Trust curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the APS and (ii) without duplication, the Redemption Price for the APS, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust’s 's failure to pay the Redemption Price in respect of APS when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If any Failure to Deposit shall have occurred with respect to APS any series of AMPS during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third fourth Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.8(c) hereof and the Trust Fund shall have paid to the Auction Agent a late charge (a “"Late Charge”") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Rate Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such Dividend Rate Period by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS AMPS and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the Redemption Price of the APSshares of any series of AMPS, if any, for which Notice of Redemption has been given by the TrustFund, an amount computed by multiplying (x) 300200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is not cured in accordance with Section 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS shares of such series of AMPS to be redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G F hereto by first-class mail, postage prepaid, to the Broker-Dealers for such series not later than one Business Day after its receipt of the payment from the Trust Fund curing such Failure to Deposit and such Late Charge. (b) If: (i) any Failure to Deposit shall have occurred with respect to APS AMPS during any Rate Period thereof (other than any Special Rate Period consisting of more than 364 Rate Period Days days or any Rate Period succeeding any Special Rate Period consisting of more than 364 Rate Period Days days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third fourth Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust Fund shall not have paid the applicable Late Charge to the Auction Agent; or (ii) any Failure to Deposit shall have occurred with respect to APS AMPS during a Special Rate Period thereof consisting of more than 364 Rate Period Daysdays, or during any Rate Period thereof succeeding any Special Rate Period consisting of more than 364 Rate Period Days days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust Fund shall not have paid the applicable Late Charge to the Auction Agent in accordance with Section 2(e)(i)(D) of Part I of the Statement (such Late Charge, for purposes of this clause (b) (ii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced)Agent; then the Auction Agent shall deliver a notice in the form of Exhibit H G hereto to the Broker-Dealers not later than one for such series as soon as practicable following such fourth Business Day after the receipt of the payment from the Trust curing such Failure to Deposit and such Late ChargeDay. (c) A Failure to Deposit with respect to APS shares of a series of AMPS shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust Fund shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the APS shares of such series of AMPS and (ii) without duplication, the Redemption Price for the APSshares of such series of AMPS, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust’s Fund's failure to pay the Redemption Price in respect of APS shares of a series of AMPS when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

Failure to Deposit. (a) If If: (i) any Failure to Deposit shall have occurred with respect to APS AMPS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured), but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 2.8(c) hereof and the Trust shall have paid to the Auction Agent a late charge (a “Late Charge”) equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period on such shares, an amount computed by multiplying (x) 200% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such Dividend Period by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS AMPS and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the Redemption Price of the APSAMPS, if any, for which Notice of Redemption has been given by the Trust, an amount computed by multiplying (x) 300% of the Reference Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is not cured in accordance with Section 2.8(c) hereof (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate liquidation preference of the outstanding APS AMPS to be the redeemed, then the Auction Agent shall deliver a notice in the form of Exhibit G hereto by first-class mail, postage prepaid, to the Broker-Dealers for such scries not later than one Business Day after its receipt of the payment from the Trust curing such Failure to Deposit and such Late Charge. (b) Ifif: (i) any Failure to in Deposit shall have occurred with respect to APS AMPS during any Rate Period thereof (other than any Special Rate Period of more than 364 Rate Period Days or any Rate Period succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred but has not been cured), and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust shall not have paid the applicable Late Charge to the Auction Agent; or (ii) any Failure to Deposit shall have occurred with respect to APS AMPS during a Special Rate Period thereof of more than 364 Rate Period Days, or during any Rate Period thereof succeeding any Special Rate Period of more than 364 Rate Period Days during which a Failure to Deposit occurred that has not been cured, and, prior to 12:00 noon, New York City time, on the fourth Business Day preceding the Auction Date for the Rate Period subsequent to such Rate Period, such Failure to Deposit shall not have been cured in accordance with Section 2.8(c) hereof or the Trust shall not have paid the applicable Late Charge to the Auction Agent in accordance with Section 2(e)(i)(D) of Part I of the Statement (such Late Charge, for purposes of this clause (b) (ii) of this Section 2.8, to be calculated by using, as the Reference Rate, the Reference Rate applicable to a Rate Period (x) consisting of more than 182 Rate Period Days and (y) commencing on the date on which the Rate Period during which Failure to Deposit occurs commenced); then the Auction Agent shall deliver a notice in the form of Exhibit H hereto to the Broker-Dealers for such series not later than one Business Day after the receipt of the payment from the Trust curing such Failure to Deposit and such Late Charge. (c) A Failure to Deposit with respect to APS AMPS shall have been cured (if such Failure to Deposit is not solely due to the willful failure to the Trust to make the required payment to the Auction Agent) with respect to any Rate Period if, within the respective time periods described immediately above, the Trust shall have paid to the Auction Agent (i) all accumulated and unpaid dividends on the APS AMPS and (ii) without duplication, the Redemption Price for the APSAMPS, if any, for which Notice of Redemption has been mailed; provided, however, that the foregoing clause (ii) shall not apply to the Trust’s failure to pay the Redemption Price in respect of APS AMPS when the related Redemption Notice provides that redemption of such shares is subject to one or more conditions precedent and each such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.