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or the Bonds, as contemplated hereby or by the most current Disclosure
Documents.
(D) The Bonds can only be remarketed at an interest rate which
exceeds the maximum rate allowed by law or the provisions of the Indenture or the
Bonds.
(iii) The Remarketing Agent may suspend its remarketing efforts hereunder
immediately, after notice as provided in (ii) above, upon the occurrence of any of the
following events, which suspension may continue so long as any such event continues to
exist, but only if and to the extent, in the judgment of the Remarketing Agent after
consultation with the Borrower and the Issuer, the occurrence and continuation of such
event shall cause the Bonds to be unremarketable:
(A) There shall be any federal or state legislation, effective, pending
or favorably reported out of any legislative committee, or any decision of any
federal or state court or by any order, ruling or regulation (final, temporary or
proposed) of the Treasury Department or the Internal Revenue Service of the
United States or other federal or state authority or regulatory body, or a release or
announcement or communication issued or sent by the Treasury Department or the
Internal Revenue Service of the United States, affecting the status of the Issuer
and/or the Borrower, its property or income, obligations of the general character
of the Bonds, as contemplated hereby, or the interest thereon, or any tax exemption
with respect to obligations of the general character of the Bonds, as contemplated
hereby, or the interest thereon, granted or authorized by the Internal Revenue Code
of 1986, as amended;
(B) The engagement by the United States of America in hostilities
which have resulted in a declaration of war or national emergency, or the
occurrence of any other outbreak of hostilities or national or international calamity
or crisis, financial or otherwise (including an act of terrorism);
(C) There shall have occurred a general suspension of trading on the
New York Stock Exchange or the American Stock Exchange or other national
securities exchange; material restrictions are established upon trading of securities,
including limited or minimum prices, by any governmental authority or by any
national securities exchange; or a banking moratorium is declared by federal or
state authorities;
(D) Any governmental authority shall impose, as to the Bonds, or
obligations of the general character of the Bonds, any material restrictions not now
in force, or increase materially those now in force; or
(E) The long-term or short-term rating of any of the Bonds shall have
been downgraded, withdrawn or suspended by the Rating Agency after the date
hereof.
Section 4. Resignation and Removal of Remarketing Agent.
The Remarketing Agent may resign or be removed and, in either event, be discharged of the duties
and obligations created by this Agreement and the Indenture in accordance with the Indenture. The
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