Common use of Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares Clause in Contracts

Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based on the determinations made pursuant to Section 11.10(d)(i), the Submitted Bids and Submitted Sell Orders shall be accepted or rejected and the Auction Agent shall take such other action as set forth below: (i) If Sufficient Clearing Bids have been made, subject to the provisions of Section 11.10(e)(iii) and Section 11.10(e)(iv), Submitted Bids and Submitted Sell Orders shall be accepted or rejected in the following order of priority and all other Submitted Bids shall be rejected: (A) the Submitted Sell Orders of Existing Holders shall be accepted and the Submitted Bid of each of the Existing Holders specifying any rate per annum that is higher than the Winning Bid Rate shall be accepted, thus requiring each such Existing Holder to sell the Outstanding shares of APS that are the subject of such Submitted Sell Order or Submitted Bid; (B) the Submitted Bid of each of the Existing Holders specifying any rate per annum that is lower than the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the subject of such Submitted Bid; (C) the Submitted Bid of each of the Potential Holders specifying any rate per annum that is lower than the Winning Bid Rate shall be accepted; (D) the Submitted Bid of each of the Existing Holders specifying a rate per annum that is equal to the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the subject of such Submitted Bid, unless the number of Outstanding shares of APS subject to all such Submitted Bids shall be greater than the number of Outstanding shares of APS (“Remaining Shares”) equal to the excess of the Available APS over the number of Outstanding shares of APS subject to Submitted Bids described in Section 11.10(e)(i)(B) and Section 11.10(e)(i)(C), in which event the Submitted Bids of each such Existing Holder shall be accepted, and each such Existing Holder shall be required to sell Outstanding shares of APS, but only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held by such Existing Holder subject to such Submitted Bid and (2) the number of shares of APS obtained by multiplying (x) the number of Remaining Shares by (y) a fraction the numerator of which shall be the number of Outstanding shares of APS held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of APS subject to such Submitted Bids made by all such Existing Holders that specified a rate per annum equal to the Winning Bid Rate; and (E) the Submitted Bid of each of the Potential Holders specifying a rate per annum that is equal to the Winning Bid Rate shall be accepted but only in an amount equal to the number of Outstanding shares of APS obtained by multiplying (x) the difference between the Available APS and the number of Outstanding shares of APS subject to Submitted Bids described in Section 11.10(e)(i)(B), Section 11.10(e)(i)(C) and Section 11.10(e)(i)(D) by (y) a fraction the numerator of which shall be the number of Outstanding shares of APS subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of APS subject to such Submitted Bids made by all such Potential Holders that specified rates per annum equal to the Winning Bid Rate. (ii) If Sufficient Clearing Bids have not been made (other than because all of the Outstanding shares of APS are subject to Submitted Hold Orders), subject to the provisions of Section 11.10(e)(iii), Submitted Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected: (A) the Submitted Bid of each Existing Holder specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate shall be rejected, thus entitling such Existing Holder to continue to hold the Outstanding shares of APS that are the subject of such Submitted Bid; (B) the Submitted Bid of each Potential Holder specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate shall be accepted, thus requiring such Potential Holder to purchase the Outstanding shares of APS that are the subject of such Submitted Bid; and (C) the Submitted Bids of each Existing Holder specifying any rate per annum that is higher than the Maximum Applicable Rate shall be accepted and the Submitted Sell Orders of each Existing Holder shall be accepted, in both cases only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (2) the number of shares of APS obtained by multiplying (x) the difference between the Available APS and the aggregate number of Outstanding shares of APS subject to Submitted Bids described in Section 11.10(e)(ii)(A) and Section 11.10(e)(ii)(B) by (y) a fraction the numerator of which shall be the number of Outstanding shares of APS held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the number of Outstanding shares of APS subject to all such Submitted Bids and Submitted Sell Orders. (iii) If, as a result of the procedures described in Section 11.10(e), any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of APS on any Auction Date, the Auction Agent shall, in such manner as in its sole discretion it shall determine, round up or down the number of shares of APS to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date so that each Outstanding share of APS purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be a whole share of APS. (iv) If, as a result of the procedures described in Section 11.10(e), any Potential Holder would be entitled or required to purchase less than a whole share of APS on any Auction Date, the Auction Agent shall, in such manner as in its sole discretion it shall determine, allocate shares of APS for purchase among Potential Holders so that only whole shares of APS are purchased on such Auction Date by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any shares of APS on such Auction Date. (v) Based on the results of each Auction, the Auction Agent shall determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders on behalf of Existing Holders or Potential Holders, the aggregate number of Outstanding shares of APS to be purchased and the aggregate number of the Outstanding shares of APS to be sold by such Potential Holders and Existing Holders and, to the extent that such aggregate number of Outstanding shares to be purchased and such aggregate number of Outstanding shares to be sold differ, the Auction Agent shall determine to which other Broker-Dealer or Broker-Dealers acting for one or more purchasers such Broker-Dealer shall deliver, or from which other Broker-Dealer or Broker-Dealers acting for one or more sellers such Broker-Dealer shall receive, as the case may be, Outstanding shares of APS.

Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based Existing Holders shall continue to hold the Preferred Shares that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to paragraph (a) of Section 11.10(d)(i)3 of this Part II, the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by the Auction Agent and the Auction Agent shall take such other action as set forth below: (ia) If Sufficient Clearing Bids for Preferred Shares have been made, all Submitted Sell Orders with respect to shares of the Series shall be accepted and, subject to the provisions of Section 11.10(e)(iiiparagraphs (d) and (e) of this Section 11.10(e)(iv)4, Submitted Bids and Submitted Sell Orders with respect to shares of the Series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids with respect to shares of the Series shall be rejected: (Ai) the Existing Holders' Submitted Sell Orders of Existing Holders shall be accepted and the Submitted Bid of each Bids for shares of the Existing Holders Series specifying any rate per annum that is higher than the Winning Bid Rate for shares of the Series shall be accepted, thus requiring each such Existing Holder to sell the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted Sell Order or Submitted BidBids; (Bii) the Existing Holders' Submitted Bid of each Bids for shares of the Existing Holders Series specifying any rate per annum that is lower than the Winning Bid Rate for shares of the Series shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted BidBids; (Ciii) the Potential Holders' Submitted Bid of each Bids for shares of the Potential Holders Series specifying any rate per annum that is lower than the Winning Bid Rate for shares of the Series shall be accepted; (Div) the each Existing Holder's Submitted Bid of each for shares of the Existing Holders Series specifying a rate per annum that is equal to the Winning Bid Rate for shares of the Series shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted Bid, unless the number of Outstanding shares of APS Preferred Shares subject to all such Submitted Bids shall be greater than the number of Outstanding shares of APS Preferred Shares (“Remaining Shares”"remaining shares") equal to in the excess of the Available APS Preferred Shares of the Series over the number of Outstanding shares of APS Preferred Shares subject to Submitted Bids described in Section 11.10(e)(i)(Bclauses (ii) and Section 11.10(e)(i)(C(iii) of this paragraph (a), in which event the such Submitted Bids Bid of each such Existing Holder shall be acceptedrejected in part, and each such Existing Holder shall be required entitled to sell Outstanding shares of APScontinue to hold Preferred Shares subject to such Submitted Bid, but only in an amount equal to the difference between (1) number of Preferred Shares of the Series obtained by multiplying the number of Outstanding remaining shares of APS then held by such Existing Holder subject to such Submitted Bid and (2) the number of shares of APS obtained by multiplying (x) the number of Remaining Shares by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS Preferred Shares held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS Preferred Shares subject to such Submitted Bids made by all such Existing Holders that specified a rate per annum equal to the Winning Bid RateRate for shares of the Series; and (Ev) the each Potential Holder's Submitted Bid of each for shares of the Potential Holders Series specifying a rate per annum that is equal to the Winning Bid Rate for shares of the Series shall be accepted but only in an amount equal to the number of Outstanding shares of APS the Series obtained by multiplying (x) the difference between the Available APS and the number of Outstanding shares in the excess of APS the Available Preferred Shares of the Series over the number of Preferred Shares subject to Submitted Bids described in Section 11.10(e)(i)(B), Section 11.10(e)(i)(Cclauses (ii) and Section 11.10(e)(i)(Dthrough (iv) of this paragraph (a) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS Preferred Shares subject to such Submitted Bid and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS Preferred Shares subject to such Submitted Bids made by all such Potential Holders that specified rates per annum a rate equal to the Winning Bid RateRate for shares of the Series. (iib) If Sufficient Clearing Bids for shares of a series of Preferred Shares have not been made (other than because all of the Outstanding shares of APS the Series are subject to Submitted Hold Orders), subject to the provisions of paragraph (d) of this Section 11.10(e)(iii)4, Submitted Orders for shares of the Series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids for shares of the Series shall be rejected: (Ai) Existing Holders' Submitted Bids for shares of the Submitted Bid of each Existing Holder Series specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate for shares of the Series shall be rejected, thus entitling such Existing Holder Holders to continue to hold the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted BidBids; (Bii) Potential Holders' Submitted Bids for shares of the Submitted Bid of each Potential Holder Series specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate for shares of the Series shall be accepted, thus requiring such Potential Holder to purchase the Outstanding shares of APS that are the subject of such Submitted Bid; and (Ciii) Each Existing Holder's Submitted Bid for shares of the Submitted Bids of each Existing Holder Series specifying any rate per annum that is higher than the Maximum Applicable Rate shall be accepted for shares of the Series and the Submitted Sell Orders for shares of the Series of each Existing Holder shall be accepted, thus entitling each Existing Holder that submitted or on whose behalf was submitted any such Submitted Bid or Submitted Sell Order to sell the shares of the Series subject to such Submitted Bid or Submitted Sell Order, but in both cases only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held the Series obtained by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (2) multiplying the number of shares of APS obtained by multiplying (x) the difference between the Available APS and the aggregate number of Outstanding shares of APS Series subject to Submitted Bids described in Section 11.10(e)(ii)(Aclause (ii) and Section 11.10(e)(ii)(Bof this paragraph (b) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS the Series held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the aggregate number of Outstanding shares of APS the Series subject to all such Submitted Bids and Submitted Sell Orders. (iiic) If all of the Outstanding Preferred Shares are subject to Submitted Hold Orders, all Submitted Bids for shares of the Series shall be rejected. (d) If, as a result of the procedures described in clause (iv) or (v) of paragraph (a) or clause (iii) of paragraph (b) of this Section 11.10(e)4, any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of APS Preferred Share on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, round up or down the number of shares Preferred Shares of APS the Series to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date as a result of such procedures so that each Outstanding share the number of APS shares so purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be a whole share of APSPreferred Shares. (ive) If, as a result of the procedures described in clause (v) of paragraph (a) of this Section 11.10(e)4, any Potential Holder would be entitled or required to purchase less than a whole share of APS a series of Preferred Shares on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, allocate shares Preferred Shares of APS the Series for purchase among Potential Holders so that only whole shares Preferred Shares of APS the Series are purchased on such Auction Date as a result of such procedures by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any shares Preferred Shares of APS the Series on such Auction Date. (vf) Based on the results of each AuctionAuction for Preferred Shares, the Auction Agent shall determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders on behalf of Existing Holders or Potential Holders, determine the aggregate number of Outstanding shares of APS the Series to be purchased and the aggregate number of the Outstanding shares of APS the Series to be sold by such Potential Holders and Existing Holders and, with respect to each Potential Holder and Existing Holder, to the extent that such aggregate number of Outstanding shares to be purchased and such aggregate number of Outstanding shares to be sold differ, the Auction Agent shall determine to which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more purchasers such Broker-Dealer Existing Holder(s) they shall deliver, or from which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more sellers such Broker-Dealer Existing Holder(s) they shall receive, as the case may be, Outstanding Preferred Shares of the Series. Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefor, partial deliveries of Preferred Shares that have been made in respect of Potential Holders' or Potential Beneficial Owners' Submitted Bids for shares of APSthe Series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (g) Neither the Trust nor the Auction Agent nor any affiliate of either shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder, a Beneficial Owner, a Potential Beneficial Owner or its respective Agent Member to deliver Preferred Shares or to pay for Preferred Shares sold or purchased pursuant to the Auction Procedures or otherwise.

Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based Existing Holders shall continue to hold the shares of Municipal Preferred that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to subparagraph (a) of paragraph 3 of Part II of this Section 11.10(d)(i)12.1, the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by the Auction Agent and the Auction Agent shall take such other action as set forth below: (ia) If Sufficient Clearing Bids for shares of a series of Municipal Preferred have been made, all Submitted Sell Orders with respect to shares of such series shall be accepted and, subject to the provisions of Section 11.10(e)(iiisubparagraphs (d) and Section 11.10(e)(iv)(e) of this paragraph 4, Submitted Bids and Submitted Sell Orders with respect to shares of such series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids with respect to shares of such series shall be rejected: (Ai) the Existing Holders' Submitted Sell Orders Bids for shares of Existing Holders shall be accepted and the Submitted Bid of each of the Existing Holders such series specifying any rate per annum that is higher than the Winning Bid Rate for shares of such series shall be accepted, thus requiring each such Existing Holder to sell the Outstanding shares of APS that are the Municipal Preferred subject of to such Submitted Sell Order or Submitted BidBids; (Bii) the Existing Holders' Submitted Bid Bids for shares of each of the Existing Holders such series specifying any rate per annum that is lower than the Winning Bid Rate for shares of such series shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the Municipal Preferred subject of to such Submitted BidBids; (Ciii) the Potential Holders' Submitted Bid Bids for shares of each of the Potential Holders such series specifying any rate per annum that is lower than the Winning Bid Rate for shares of such series shall be accepted; (Div) the each Existing Holders' Submitted Bid for shares of each of the Existing Holders such series specifying a rate per annum that is equal to the Winning Bid Rate for shares of such series shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares share of APS that are the Municipal Preferred subject of to such Submitted Bid, unless the number of Outstanding shares of APS Municipal Preferred subject to all such Submitted Bids shall be greater than the number of Outstanding shares of APS Municipal Preferred (“Remaining Shares”"remaining shares") equal to in the excess of the Available APS Municipal Preferred of such series over the number of Outstanding shares of APS Municipal Preferred subject to Submitted Bids described in Section 11.10(e)(i)(Bclauses (ii) and Section 11.10(e)(i)(C(iii) of this subparagraph (a), in which event the such Submitted Bids Bid of each such Existing Holder shall be acceptedrejected in part, and each such Existing Holder shall be required entitled to sell Outstanding continue to hold shares of APSMunicipal Preferred subject to such Submitted Bid, but only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held by such Existing Holder subject to such Submitted Bid and (2) the number of shares of APS Municipal Preferred of such series obtained by multiplying (x) the number of Remaining Shares remaining shares by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS Municipal Preferred held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS Municipal Preferred subject to such Submitted Bids made by all such Existing Holders that specified a rate per annum equal to the Winning Bid RateRate for shares of such series; and (Ev) the each Potential Holder's Submitted Bid for shares of each of the Potential Holders such series specifying a rate per annum that is equal to the Winning Bid Rate of shares of such series shall be accepted but only in an amount equal to the number of Outstanding shares of APS such series obtained by multiplying (x) the difference between the Available APS and the number of Outstanding shares in the excess of the Available Municipal Preferred of such series over the number of shares of APS Municipal Preferred subject to Submitted Bids described in Section 11.10(e)(i)(B), Section 11.10(e)(i)(Cclauses (ii) and Section 11.10(e)(i)(Dthrough (iv) of this subparagraph (a) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS Municipal Preferred subject to such Submitted Bid Bids and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS Municipal Preferred subject to such Submitted Bids made by all such Potential Holders that specified rates per annum a rate equal to the Winning Bid RateRate for shares of such series. (iib) If Sufficient Clearing Bids for shares of a series of Municipal Preferred have not been made (other than because all of the Outstanding shares of APS such series are subject to Submitted Hold Orders), subject to the provisions of Section 11.10(e)(iii)subparagraph (d) of this paragraph 4, Submitted Orders for shares of such series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids for shares of such series shall be rejected: (Ai) the Existing Holders' Submitted Bid Bids for shares of each Existing Holder such series specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate for shares of such series shall be rejected, thus entitling such Existing Holder Holders to continue to hold the Outstanding shares of APS that are the Municipal Preferred subject of to such Submitted BidBids; (Bii) the Potential Holders' Submitted Bid Bids for shares of each Potential Holder such series specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate for shares of such series shall be accepted, thus requiring such Potential Holder to purchase the Outstanding shares of APS that are the subject of such Submitted Bid; and (Ciii) the Each Existing Holder's Submitted Bids Bid for shares of each Existing Holder such series specifying any rate per annum that is higher than the Maximum Applicable Rate shall be accepted for shares of such series and the Submitted Sell Orders for shares of such series of each Existing Holder shall be accepted, thus entitling each Existing Holder that submitted or on whose behalf was submitted any such Submitted Bid or Submitted Sell Order to sell the shares of such series subject to such Submitted Bid or Submitted Sell Order, but in both cases only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held such series obtained by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (2) multiplying the number of shares of APS obtained by multiplying (x) the difference between the Available APS and the aggregate number of Outstanding shares of APS such series subject to Submitted Bids described in Section 11.10(e)(ii)(Aclause (ii) and Section 11.10(e)(ii)(Bof this subparagraph (b) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS such series held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the aggregate number of Outstanding shares of APS such series subject to all such Submitted Bids and Submitted Sell Orders. (iiic) If all of the Outstanding shares of a series of Municipal Preferred are subject to Submitted Hold Orders, all Submitted Bids for shares of such series shall be rejected. (d) If, as a result of the procedures described in Section 11.10(e)clause (iv) or (v) of subparagraph (a) or clause (iii) of subparagraph (b) of this paragraph 4, any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of APS a series of Municipal Preferred on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, round up or down the number of shares of APS Municipal Preferred of such series to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date as a result of such procedures so that each Outstanding share the number of APS shares so purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be a whole share shares of APSMunicipal Preferred. (ive) If, as a result of the procedures described in Section 11.10(e)clause (v) of paragraph (a) of this paragraph 4, any Potential Holder would be entitled or required to purchase less than a whole share of APS series of Municipal Preferred on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, allocate shares of APS Municipal Preferred of such series for purchase among Potential Holders so that only whole shares of APS Municipal Preferred of such series are purchased on such Auction Date as a result of such procedures by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any shares of APS Municipal Preferred of such series on such Auction Date. (vf) Based on the results of each AuctionAuction for shares of a series of Municipal Preferred, the Auction Agent shall determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders on behalf of Existing Holders or Potential Holders, determine the aggregate number of Outstanding shares of APS such series to be purchased and the aggregate number of the Outstanding shares of APS such series to be sold by such Potential Holders and Existing Holders and, with respect to each Potential Holder and Existing Holder, to the extent that such aggregate number of Outstanding shares to be purchased and such aggregate number of Outstanding shares to be sold differ, the Auction Agent shall determine to which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more purchasers such Broker-Dealer Existing Holder(s) they shall deliver, or from which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more sellers such Broker-Dealer Existing Holder(s) they shall receive, as the case may be, Outstanding shares of APSMunicipal Preferred of such series. Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of a series of Municipal Preferred with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefor, partial deliveries of shares of Municipal Preferred that have been made in respect of Potential Holders' or Potential Beneficial Owners' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (g) Neither the Trust nor the Auction Agent nor any affiliate of either shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder, a Benefit Owner, a Potential Beneficial Owner or its respective Agent Member to deliver shares of Municipal Preferred of any series or to pay for shares of Municipal Preferred of any series sold or purchased pursuant to the Auction Procedures or otherwise.

Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based Existing Holders shall continue to hold the AMPS that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to Section 11.10(d)(i), the Submitted Bids and Submitted Sell Orders shall be accepted or rejected and the Auction Agent shall take such other action as set forth below: (i) If Sufficient Clearing Bids have been made, subject to the provisions of Section 11.10(e)(iii) and Section 11.10(e)(iv), Submitted Bids and Submitted Sell Orders shall be accepted or rejected in the following order of priority and all other Submitted Bids shall be rejected: (A) the Submitted Sell Orders of Existing Holders shall be accepted and the Submitted Bid of each of the Existing Holders specifying any rate per annum that is higher than the Winning Bid Rate shall be accepted, thus requiring each such Existing Holder to sell the Outstanding shares of APS AMPS that are the subject of such Submitted Sell Order or Submitted Bid; (B) the Submitted Bid of each of the Existing Holders specifying any rate per annum that is lower than the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS AMPS that are the subject of such Submitted Bid; (C) the Submitted Bid of each of the Potential Holders specifying any rate per annum that is lower than the Winning Bid Rate shall be accepted; (D) the Submitted Bid of each of the Existing Holders specifying a rate per annum that is equal to the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS AMPS that are the subject of such Submitted Bid, unless the number of Outstanding shares of APS AMPS subject to all such Submitted Bids shall be greater than the number of Outstanding shares of APS AMPS (“Remaining Shares”) equal to the excess of the Available APS AMPS over the number of Outstanding shares of APS AMPS subject to Submitted Bids described in Section 11.10(e)(i)(B) and Section 11.10(e)(i)(C), in which event the Submitted Bids of each such Existing Holder shall be accepted, and each such Existing Holder shall be required to sell Outstanding shares of APSAMPS, but only in an amount equal to the difference between (1) the number of Outstanding shares of APS AMPS then held by such Existing Holder subject to such Submitted Bid and (2) the number of shares of APS AMPS obtained by multiplying (x) the number of Remaining Shares by (y) a fraction the numerator of which shall be the number of Outstanding shares of APS AMPS held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of APS AMPS subject to such Submitted Bids made by all such Existing Holders that specified a rate per annum equal to the Winning Bid Rate; and (E) the Submitted Bid of each of the Potential Holders specifying a rate per annum that is equal to the Winning Bid Rate shall be accepted but only in an amount equal to the number of Outstanding shares of APS AMPS obtained by multiplying (x) the difference between the Available APS AMPS and the number of Outstanding shares of APS AMPS subject to Submitted Bids described in Section 11.10(e)(i)(B), Section 11.10(e)(i)(C) and Section 11.10(e)(i)(D) by (y) a fraction the numerator of which shall be the number of Outstanding shares of APS AMPS subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of APS AMPS subject to such Submitted Bids made by all such Potential Holders that specified rates per annum equal to the Winning Bid Rate. (ii) If Sufficient Clearing Bids have not been made (other than because all of the Outstanding shares of APS AMPS are subject to Submitted Hold Orders), subject to the provisions of Section 11.10(e)(iii), Submitted Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected: (A) the Submitted Bid of each Existing Holder specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate shall be rejected, thus entitling such Existing Holder to continue to hold the Outstanding shares of APS AMPS that are the subject of such Submitted Bid; (B) the Submitted Bid of each Potential Holder specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate shall be accepted, thus requiring such Potential Holder to purchase the Outstanding shares of APS AMPS that are the subject of such Submitted Bid; and (C) the Submitted Bids of each Existing Holder specifying any rate per annum that is higher than the Maximum Applicable Rate shall be accepted and the Submitted Sell Orders of each Existing Holder shall be accepted, in both cases only in an amount equal to the difference between (1) the number of Outstanding shares of APS AMPS then held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (2) the number of shares of APS AMPS obtained by multiplying (x) the difference between the Available APS AMPS and the aggregate number of Outstanding shares of APS AMPS subject to Submitted Bids described in Section 11.10(e)(ii)(A) and Section 11.10(e)(ii)(B) by (y) a fraction the numerator of which shall be the number of Outstanding shares of APS AMPS held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the number of Outstanding shares of APS AMPS subject to all such Submitted Bids and Submitted Sell Orders. If all of the Outstanding shares of a series of AMPS are subject to Submitted Hold Orders, all Submitted Bids for shares of such series shall be rejected. (iii) If, as a result of the procedures described in Section 11.10(e), any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of APS an Auction Market Preferred Share on any Auction Date, the Auction Agent shall, in such manner as in its sole discretion it shall determine, round up or down the number of shares of APS AMPS to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date so that each Outstanding share of APS Auction Market Preferred Share purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be a whole share of APSAuction Market Preferred Share. (iv) If, as a result of the procedures described in Section 11.10(e), any Potential Holder would be entitled or required to purchase less than a whole share of APS Auction Market Preferred Share on any Auction Date, the Auction Agent shall, in such manner as in its sole discretion it shall determine, allocate shares of APS AMPS for purchase among Potential Holders so that only whole shares of APS AMPS are purchased on such Auction Date by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any shares of APS AMPS on such Auction Date. (v) Based on the results of each Auction, the Auction Agent shall determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders on behalf of Existing Holders or Potential Holders, the aggregate number of Outstanding shares of APS AMPS to be purchased and the aggregate number of the Outstanding shares of APS AMPS to be sold by such Potential Holders and Existing Holders and, to the extent that such aggregate number of Outstanding shares to be purchased and such aggregate number of Outstanding shares to be sold differ, the Auction Agent shall determine to which other Broker-Dealer or Broker-Dealers acting for one or more purchasers such Broker-Dealer shall deliver, or from which other Broker-Dealer or Broker-Dealers acting for one or more sellers such Broker-Dealer shall receive, as the case may be, Outstanding shares of APSAMPS.

Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based Existing Holders shall continue to hold the Preferred Shares that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to paragraph (a) of Section 11.10(d)(i)3 of this Part II, the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by the Auction Agent and the Auction Agent shall take such other action as set forth below: (ia) If Sufficient Clearing Bids for Preferred Shares have been made, all Submitted Sell Orders with respect to shares of the Series shall be accepted and, subject to the provisions of Section 11.10(e)(iiiparagraphs (d) and (e) of this Section 11.10(e)(iv)4, Submitted Bids and Submitted Sell Orders with respect to shares of the Series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids with respect to shares of the Series shall be rejected: (Ai) the Existing Holders' Submitted Sell Orders of Existing Holders shall be accepted and the Submitted Bid of each Bids for shares of the Existing Holders Series specifying any rate per annum that is higher than the Winning Bid Rate for shares of the Series shall be accepted, thus requiring each such Existing Holder to sell the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted Sell Order or Submitted BidBids; (Bii) the Existing Holders' Submitted Bid of each Bids for shares of the Existing Holders Series specifying any rate per annum that is lower than the Winning Bid Rate for shares of the Series shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted BidBids; (Ciii) the Potential Holders' Submitted Bid of each Bids for shares of the Potential Holders Series specifying any rate per annum that is lower than the Winning Bid Rate for shares of the Series shall be accepted; (Div) the each Existing Holder's Submitted Bid of each for shares of the Existing Holders Series specifying a rate per annum that is equal to the Winning Bid Rate for shares of the Series shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted Bid, unless the number of Outstanding shares of APS Preferred Shares subject to all such Submitted Bids shall be greater than the number of Outstanding shares of APS Preferred Shares (“Remaining Shares”"remaining shares") equal to in the excess of the Available APS Preferred Shares of the Series over the number of Outstanding shares of APS Preferred Shares subject to Submitted Bids described in Section 11.10(e)(i)(Bclauses (ii) and Section 11.10(e)(i)(C(iii) of this paragraph (a), in which event the such Submitted Bids Bid of each such Existing Holder shall be acceptedrejected in part, and each such Existing Holder shall be required entitled to sell Outstanding shares of APScontinue to hold Preferred Shares subject to such Submitted Bid, but only in an amount equal to the difference between (1) number of Preferred Shares of the Series obtained by multiplying the number of Outstanding remaining shares of APS then held by such Existing Holder subject to such Submitted Bid and (2) the number of shares of APS obtained by multiplying (x) the number of Remaining Shares by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS Preferred Shares held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS Preferred Shares subject to such Submitted Bids made by all such Existing Holders that specified a rate per annum equal to the Winning Bid RateRate for shares of the Series; and (Ev) the each Potential Holder's Submitted Bid of each for shares of the Potential Holders Series specifying a rate per annum that is equal to the Winning Bid Rate for shares of the Series shall be accepted but only in an amount equal to the number of Outstanding shares of APS the Series obtained by multiplying (x) the difference between the Available APS and the number of Outstanding shares in the excess of APS the Available Preferred Shares of the Series over the number of Preferred Shares subject to Submitted Bids described in Section 11.10(e)(i)(B), Section 11.10(e)(i)(Cclauses (ii) and Section 11.10(e)(i)(Dthrough (iv) of this paragraph (a) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS Preferred Shares subject to such Submitted Bid and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS Preferred Shares subject to such Submitted Bids made by all such Potential Holders that specified rates per annum a rate equal to the Winning Bid RateRate for shares of the Series. (iib) If Sufficient Clearing Bids for shares of a series of Preferred Shares have not been made (other than because all of the Outstanding shares of APS the Series are subject to Submitted Hold Orders), subject to the provisions of paragraph (d) of this Section 11.10(e)(iii)4, Submitted Orders for shares of the Series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids for shares of the Series shall be rejected: (Ai) Existing Holders' Submitted Bids for shares of the Submitted Bid of each Existing Holder Series specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate for shares of the Series shall be rejected, thus entitling such Existing Holder Holders to continue to hold the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted BidBids; (Bii) Potential Holders' Submitted Bids for shares of the Submitted Bid of each Potential Holder Series specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate for shares of the Series shall be accepted, thus requiring such Potential Holder to purchase the Outstanding shares of APS that are the subject of such Submitted Bid; and (Ciii) Each Existing Holder's Submitted Bid for shares of the Submitted Bids of each Existing Holder Series specifying any rate per annum that is higher than the Maximum Applicable Rate shall be accepted for shares of the Series and the Submitted Sell Orders for shares of the Series of each Existing Holder shall be accepted, thus entitling each Existing Holder that submitted or on whose behalf was submitted any such Submitted Bid or Submitted Sell Order to sell the shares of the Series subject to such Submitted Bid or Submitted Sell Order, but in both cases only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held the Series obtained by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (2) multiplying the number of shares of APS obtained by multiplying (x) the difference between the Available APS and the aggregate number of Outstanding shares of APS Series subject to Submitted Bids described in Section 11.10(e)(ii)(Aclause (ii) and Section 11.10(e)(ii)(Bof this paragraph (b) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS the Series held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the aggregate number of Outstanding shares of APS the Series subject to all such Submitted Bids and Submitted Sell Orders. (iiic) If all of the Outstanding Preferred Shares are subject to Submitted Hold Orders, all Submitted Bids for shares of the Series shall be rejected. (d) If, as a result of the procedures described in clause (iv) or (v) of paragraph (a) or clause (iii) of paragraph (b) of this Section 11.10(e)4, any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of APS Preferred Share -66- on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, round up or down the number of shares Preferred Shares of APS the Series to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date as a result of such procedures so that each Outstanding share the number of APS shares so purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be a whole share of APSPreferred Shares. (ive) If, as a result of the procedures described in clause (v) of paragraph (a) of this Section 11.10(e)4, any Potential Holder would be entitled or required to purchase less than a whole share of APS a series of Preferred Shares on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, allocate shares Preferred Shares of APS the Series for purchase among Potential Holders so that only whole shares Preferred Shares of APS the Series are purchased on such Auction Date as a result of such procedures by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any shares Preferred Shares of APS the Series on such Auction Date. (vf) Based on the results of each AuctionAuction for Preferred Shares, the Auction Agent shall determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders on behalf of Existing Holders or Potential Holders, determine the aggregate number of Outstanding shares of APS the Series to be purchased and the aggregate number of the Outstanding shares of APS the Series to be sold by such Potential Holders and Existing Holders and, with respect to each Potential Holder and Existing Holder, to the extent that such aggregate number of Outstanding shares to be purchased and such aggregate number of Outstanding shares to be sold differ, the Auction Agent shall determine to which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more purchasers such Broker-Dealer Existing Holder(s) they shall deliver, or from which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more sellers such Broker-Dealer Existing Holder(s) they shall receive, as the case may be, Outstanding Preferred Shares of the Series. Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefor, partial deliveries of Preferred Shares that have been made in respect of Potential Holders' or Potential Beneficial Owners' Submitted Bids for shares of APSthe Series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (g) Neither the Trust nor the Auction Agent nor any affiliate of either shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder, a Beneficial Owner, a Potential Beneficial Owner or its respective Agent Member to deliver Preferred Shares or to pay for Preferred Shares sold or purchased pursuant to the Auction Procedures or otherwise.

Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based Existing Holders shall continue to hold the shares of Municipal Preferred that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to subparagraph (a) of paragraph 3 of Part II of this Section 11.10(d)(i)12.1, the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by the Auction Agent and the Auction Agent shall take such other action as set forth below: (ia) If Sufficient Clearing Bids for shares of a series of Municipal Preferred have been made, all Submitted Sell Orders with respect to shares of such series shall be accepted and, subject to the provisions of Section 11.10(e)(iiisubparagraphs (d) and Section 11.10(e)(iv)(e) of this paragraph 4, Submitted Bids and Submitted Sell Orders shall be accepted or rejected in the following order of priority and all other Submitted Bids shall be rejected: (A) the Submitted Sell Orders of Existing Holders shall be accepted and the Submitted Bid of each of the Existing Holders specifying any rate per annum that is higher than the Winning Bid Rate shall be accepted, thus requiring each such Existing Holder with respect to sell the Outstanding shares of APS that are the subject of such Submitted Sell Order or Submitted Bid; (B) the Submitted Bid of each of the Existing Holders specifying any rate per annum that is lower than the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the subject of such Submitted Bid; (C) the Submitted Bid of each of the Potential Holders specifying any rate per annum that is lower than the Winning Bid Rate shall be accepted; (D) the Submitted Bid of each of the Existing Holders specifying a rate per annum that is equal to the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the subject of such Submitted Bid, unless the number of Outstanding shares of APS subject to all such Submitted Bids shall be greater than the number of Outstanding shares of APS (“Remaining Shares”) equal to the excess of the Available APS over the number of Outstanding shares of APS subject to Submitted Bids described in Section 11.10(e)(i)(B) and Section 11.10(e)(i)(C), in which event the Submitted Bids of each such Existing Holder shall be accepted, and each such Existing Holder shall be required to sell Outstanding shares of APS, but only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held by such Existing Holder subject to such Submitted Bid and (2) the number of shares of APS obtained by multiplying (x) the number of Remaining Shares by (y) a fraction the numerator of which shall be the number of Outstanding shares of APS held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of APS subject to such Submitted Bids made by all such Existing Holders that specified a rate per annum equal to the Winning Bid Rate; and (E) the Submitted Bid of each of the Potential Holders specifying a rate per annum that is equal to the Winning Bid Rate shall be accepted but only in an amount equal to the number of Outstanding shares of APS obtained by multiplying (x) the difference between the Available APS and the number of Outstanding shares of APS subject to Submitted Bids described in Section 11.10(e)(i)(B), Section 11.10(e)(i)(C) and Section 11.10(e)(i)(D) by (y) a fraction the numerator of which shall be the number of Outstanding shares of APS subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of APS subject to such Submitted Bids made by all such Potential Holders that specified rates per annum equal to the Winning Bid Rate. (ii) If Sufficient Clearing Bids have not been made (other than because all of the Outstanding shares of APS are subject to Submitted Hold Orders), subject to the provisions of Section 11.10(e)(iii), Submitted Orders series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids with respect to shares of such series shall be rejected: (Ai) the Existing Holders' Submitted Bid Bids for shares of each Existing Holder such series specifying any rate per annum that is higher than the Winning Bid Rate for shares of such series shall be accepted, thus requiring each such Existing Holder to sell the shares of Municipal Preferred subject to such Submitted Bids; (ii) Existing Holders' Submitted Bids for shares of such series specifying any rate that is lower than the Winning Bid Rate for shares of such series shall be rejected, thus entitling each such Existing Holder to continue to hold the shares of Municipal Preferred subject to such Submitted Bids; (iii) Potential Holders' Submitted Bids for shares of such series specifying any rate that is lower than the Winning Bid Rate for shares of such series shall be accepted; (iv) each Existing Holders' Submitted Bid for shares of such series specifying a rate that is equal to or lower than the Maximum Applicable Winning Bid Rate for shares of such series shall be rejected, thus entitling such Existing Holder to continue to hold the share of Municipal Preferred subject to such Submitted Bid, unless the number of Outstanding shares of APS that are Municipal Preferred subject to all such Submitted Bids shall be greater than the subject number of shares of Municipal Preferred ("remaining shares") in the excess of the Available Municipal Preferred of such series over the number of shares of Municipal Preferred subject to Submitted Bid;Bids described in clauses (ii) and (iii) of this subparagraph (a), in which event (Bv) the each Potential Holder's Submitted Bid for shares of each Potential Holder such series specifying any a rate per annum that is equal to or lower than the Maximum Applicable Winning Bid Rate shall be accepted, thus requiring such Potential Holder to purchase the Outstanding of shares of APS that are the subject of such Submitted Bid; and (C) the Submitted Bids of each Existing Holder specifying any rate per annum that is higher than the Maximum Applicable Rate series shall be accepted and the Submitted Sell Orders of each Existing Holder shall be accepted, in both cases but only in an amount equal to the difference between (1) number of shares of such series obtained by multiplying the number of Outstanding shares in the excess of APS then held by the Available Municipal Preferred of such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (2) series over the number of shares of APS obtained by multiplying (x) the difference between the Available APS and the aggregate number of Outstanding shares of APS Municipal Preferred subject to Submitted Bids described in Section 11.10(e)(ii)(Aclauses (ii) and Section 11.10(e)(ii)(Bthrough (iv) of this subparagraph (a) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS held Municipal Preferred subject to such Submitted Bids and the denominator of which shall be the aggregate number of Outstanding shares of Municipal Preferred subject to such Submitted Bids made by all such Potential Holders that specified a rate equal to the Winning Bid Rate for shares of such series. (b) If Sufficient Clearing Bids for shares of a series of Municipal Preferred have not been made (other than because all of the Outstanding shares of such series are subject to Submitted Hold Orders), subject to the provisions of subparagraph (d) of this paragraph 4, Submitted Orders for shares of such series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids for shares of such series shall be rejected: (i) Existing Holders' Submitted Bids for shares of such series specifying any rate that is equal to or lower than the Maximum Rate for shares of such series shall be rejected, thus entitling such Existing Holders to continue to hold the shares of Municipal Preferred subject to such Submitted Bids; (ii) Potential Holders' Submitted Bids for shares of such series specifying any rate that is equal to or lower than the Maximum Rate for shares of such series shall be accepted; and (iii) Each Existing Holder's Submitted Bid for shares of such series specifying any rate that is higher than the Maximum Rate for shares of such series and the Submitted Sell Orders for shares of such series of each Existing Holder shall be accepted, thus entitling each Existing Holder that submitted or on whose behalf was submitted any such Submitted Bid or Submitted Sell Order to sell the shares of such series subject to such Submitted Bid or Submitted Sell Order and Order, but in both cases only in an amount equal to the (c) If all of the denominator of which shall be the number of Outstanding shares of APS a series of Municipal Preferred are subject to Submitted Hold Orders, all such Submitted Bids and Submitted Sell Ordersfor shares of such series shall be rejected. (iiid) If, as a result of the procedures described in Section 11.10(e)clause (iv) or (v) of subparagraph (a) or clause (iii) of subparagraph (b) of this paragraph 4, any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of APS a series of Municipal Preferred on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, round up or down the number of shares of APS Municipal Preferred of such series to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date as a result of such procedures so that each Outstanding share the number of APS shares so purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be a whole share shares of APSMunicipal Preferred. (ive) If, as a result of the procedures described in Section 11.10(e)clause (v) of paragraph (a) of this paragraph 4, any Potential Holder would be entitled or required to purchase less than a whole share of APS series of Municipal Preferred on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, allocate shares of APS Municipal Preferred of such series for purchase among Potential Holders so that only whole shares of APS Municipal Preferred of such series are purchased on such Auction Date as a result of such procedures by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any shares of APS Municipal Preferred of such series on such Auction Date. (vf) Based on the results of each AuctionAuction for shares of a series of Municipal Preferred, the Auction Agent shall determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders on behalf of Existing Holders or Potential Holders, determine the aggregate number of Outstanding shares of APS such series to be purchased and the aggregate number of the Outstanding shares of APS such series to be sold by such Potential Holders and Existing Holders and, with respect to each Potential Holder and Existing Holder, to the extent that such aggregate number of Outstanding shares to be purchased and such aggregate number of Outstanding shares to be sold differ, the Auction Agent shall determine to which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more purchasers such Broker-Dealer Existing Holder(s) they shall deliver, or from which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more sellers such Broker-Dealer Existing Holder(s) they shall receive, as the case may be, Outstanding shares of APSMunicipal Preferred of such series. Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of a series of Municipal Preferred with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefor, partial deliveries of shares of Municipal Preferred that have been made in respect of (g) Neither the Trust nor the Auction Agent nor any affiliate of either shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder, a Benefit Owner, a Potential Beneficial Owner or its respective Agent Member to deliver shares of Municipal Preferred of any series or to pay for shares of Municipal Preferred of any series sold or purchased pursuant to the Auction Procedures or otherwise.

Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based Existing Holders shall continue to hold the shares of MuniPreferred that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to paragraph (a) of Section 11.10(d)(i)3 of this Part II, the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by the Auction Agent and the Auction Agent shall take such other action as set forth below: (ia) If Sufficient Clearing Bids for shares of a series of MuniPreferred have been made, all Submitted Sell Orders with respect to shares of such series shall be accepted and, subject to the provisions of Section 11.10(e)(iiiparagraphs (d) and (e) of this Section 11.10(e)(iv)4, Submitted Bids and Submitted Sell Orders with respect to shares of such series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids with respect to shares of such series shall be rejected: (Ai) the Existing Holders’ Submitted Sell Orders Bids for shares of Existing Holders shall be accepted and the Submitted Bid of each of the Existing Holders such series specifying any rate per annum that is higher than the Winning Bid Rate for shares of such series shall be accepted, thus requiring each such Existing Holder to sell the Outstanding shares of APS that are the MuniPreferred subject of to such Submitted Sell Order or Submitted BidBids; (Bii) the Existing Holders’ Submitted Bid Bids for shares of each of the Existing Holders such series specifying any rate per annum that is lower than the Winning Bid Rate for shares of such series shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the MuniPreferred subject of to such Submitted BidBids; (Ciii) the Potential Holders’ Submitted Bid Bids for shares of each of the Potential Holders such series specifying any rate per annum that is lower than the Winning Bid Rate for shares of such series shall be accepted; (Div) the each Existing Holder’s Submitted Bid for shares of each of the Existing Holders such series specifying a rate per annum that is equal to the Winning Bid Rate for shares of such series shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the MuniPreferred subject of to such Submitted Bid, unless the number of Outstanding shares of APS MuniPreferred subject to all such Submitted Bids shall be greater than the number of Outstanding shares of APS MuniPreferred (“Remaining Sharesremaining shares”) equal to in the excess of the Available APS MuniPreferred of such series over the number of Outstanding shares of APS MuniPreferred subject to Submitted Bids described in Section 11.10(e)(i)(Bclauses (ii) and Section 11.10(e)(i)(C(iii) of this paragraph (a), in which event the such Submitted Bids Bid of each such Existing Holder shall be acceptedrejected in part, and each such Existing Holder shall be required entitled to sell Outstanding continue to hold shares of APSMuniPreferred subject to such Submitted Bid, but only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held by such Existing Holder subject to such Submitted Bid and (2) the number of shares of APS MuniPreferred of such series obtained by multiplying (x) the number of Remaining Shares remaining shares by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS MuniPreferred held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS MuniPreferred subject to such Submitted Bids made by all such Existing Holders that specified a rate per annum equal to the Winning Bid RateRate for shares of such series; and (Ev) the each Potential Holder’s Submitted Bid for shares of each of the Potential Holders such series specifying a rate per annum that is equal to the Winning Bid Rate for shares of such series shall be accepted but only in an amount equal to the number of Outstanding shares of APS such series obtained by multiplying (x) the difference between the Available APS and the number of Outstanding shares in the excess of the Available MuniPreferred of such series over the number of shares of APS MuniPreferred subject to Submitted Bids described in Section 11.10(e)(i)(B), Section 11.10(e)(i)(Cclauses (ii) and Section 11.10(e)(i)(Dthrough (iv) of this paragraph (a) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS MuniPreferred subject to such Submitted Bid and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS MuniPreferred subject to such Submitted Bids made by all such Potential Holders that specified rates per annum a rate equal to the Winning Bid RateRate for shares of such series. (iib) If Sufficient Clearing Bids for shares of a series of MuniPreferred have not been made (other than because all of the Outstanding shares of APS such series are subject to Submitted Hold Orders), subject to the provisions of paragraph (d) of this Section 11.10(e)(iii)4, Submitted Orders for shares of such series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids for shares of such series shall be rejected: (Ai) the Existing Holders’ Submitted Bid Bids for shares of each Existing Holder such series specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate for shares of such series shall be rejected, thus entitling such Existing Holder Holders to continue to hold the Outstanding shares of APS that are the MuniPreferred subject of to such Submitted BidBids; (Bii) the Potential Holders’ Submitted Bid Bids for shares of each Potential Holder such series specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate for shares of such series shall be accepted, thus requiring such Potential Holder to purchase the Outstanding shares of APS that are the subject of such Submitted Bid; and (Ciii) the Each Existing Holder’s Submitted Bids Bid for shares of each Existing Holder such series specifying any rate per annum that is higher than the Maximum Applicable Rate shall be accepted for shares of such series and the Submitted Sell Orders for shares of such series of each Existing Holder shall be accepted, thus entitling each Existing Holder that submitted or on whose behalf was submitted any such Submitted Bid or Submitted Sell Order to sell the shares of such series subject to such Submitted Bid or Submitted Sell Order, but in both cases only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held such series obtained by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (2) multiplying the number of shares of APS obtained by multiplying (x) the difference between the Available APS and the aggregate number of Outstanding shares of APS such series subject to Submitted Bids described in Section 11.10(e)(ii)(Aclause (ii) and Section 11.10(e)(ii)(Bof this paragraph (b) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS such series held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the aggregate number of Outstanding shares of APS such series subject to all such Submitted Bids and Submitted Sell Orders. (iiic) If all of the Outstanding shares of a series of MuniPreferred are subject to Submitted Hold Orders, all Submitted Bids for shares of such series shall be rejected. (d) If, as a result of the procedures described in clause (iv) or (v) of paragraph (a) or clause (iii) of paragraph (b) of this Section 11.10(e)4, any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of APS a series of MuniPreferred on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, round up or down the number of shares of APS MuniPreferred of such series to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date as a result of such procedures so that each Outstanding share the number of APS shares so purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be a whole share shares of APSMuniPreferred. (ive) If, as a result of the procedures described in clause (v) of paragraph (a) of this Section 11.10(e)4, any Potential Holder would be entitled or required to purchase less than a whole share of APS a series of MuniPreferred on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, allocate shares of APS MuniPreferred of such series for purchase among Potential Holders so that only whole shares of APS MuniPreferred of such series are purchased on such Auction Date as a result of such procedures by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any shares of APS MuniPreferred of such series on such Auction Date. (vf) Based on the results of each AuctionAuction for shares of a series of MuniPreferred, the Auction Agent shall determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders on behalf of Existing Holders or Potential Holders, determine the aggregate number of Outstanding shares of APS such series to be purchased and the aggregate number of the Outstanding shares of APS such series to be sold by such Potential Holders and Existing Holders and, with respect to each Potential Holder and Existing Holder, to the extent that such aggregate number of Outstanding shares to be purchased and such aggregate number of Outstanding shares to be sold differ, the Auction Agent shall determine to which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more purchasers such Broker-Dealer Existing Holder(s) they shall deliver, or from which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more sellers such Broker-Dealer Existing Holder(s) they shall receive, as the case may be, Outstanding shares of APSMuniPreferred of such series. Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of a series of MuniPreferred with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefor, partial deliveries of shares of MuniPreferred that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (g) Neither the Fund nor the Auction Agent nor any affiliate of either shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder, a Beneficial Owner, a Potential Beneficial Owner or its respective Agent Member to deliver shares of MuniPreferred of any series or to pay for shares of MuniPreferred of any series sold or purchased pursuant to the Auction Procedures or otherwise.

Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based Existing Holders shall continue to hold the APS that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to Section 11.10(d)(i), the Submitted Bids and Submitted Sell Orders shall be accepted or rejected and the Auction Agent shall take such other action as set forth below: (i) If Sufficient Clearing Bids have been made, subject to the provisions of Section 11.10(e)(iii) and Section 11.10(e)(iv), Submitted Bids and Submitted Sell Orders shall be accepted or rejected in the following order of priority and all other Submitted Bids shall be rejected: (A) the Submitted Sell Orders of Existing Holders shall be accepted and the Submitted Bid of each of the Existing Holders specifying any rate per annum that is higher than the Winning Bid Rate shall be accepted, thus requiring each such Existing Holder to sell the Outstanding shares of APS that are the subject of such Submitted Sell Order or Submitted Bid; (B) the Submitted Bid of each of the Existing Holders specifying any rate per annum that is lower than the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the subject of such Submitted Bid; (C) the Submitted Bid of each of the Potential Holders specifying any rate per annum that is lower than the Winning Bid Rate shall be accepted; (D) ; the Submitted Bid of each of the Existing Holders specifying a rate per annum that is equal to the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the subject of such Submitted Bid, unless the number of Outstanding shares of APS subject to all such Submitted Bids shall be greater than the number of Outstanding shares of APS (“Remaining Shares”) equal to the excess of the Available APS over the number of Outstanding shares of APS subject to Submitted Bids described in Section 11.10(e)(i)(B) and Section 11.10(e)(i)(C), in which event the Submitted Bids of each such Existing Holder shall be accepted, and each such Existing Holder shall be required to sell Outstanding shares of APS, but only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held by such Existing Holder subject to such Submitted Bid and (2) the number of shares of APS obtained by multiplying (x) the number of Remaining Shares by (y) a fraction the numerator of which shall be the number of Outstanding shares of APS held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of APS subject to such Submitted Bids made by all such Existing Holders that specified a rate per annum equal to the Winning Bid Rate; and (ED) the Submitted Bid of each of the Potential Holders specifying a rate per annum that is equal to the Winning Bid Rate shall be accepted but only in an amount equal to the number of Outstanding shares of APS obtained by multiplying (x) the difference between the Available APS and the number of Outstanding shares of APS subject to Submitted Bids described in Section 11.10(e)(i)(B), Section 11.10(e)(i)(C) and Section 11.10(e)(i)(D) by (y) a fraction the numerator of which shall be the number of Outstanding shares of APS subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of APS subject to such Submitted Bids made by all such Potential Holders that specified rates per annum equal to the Winning Bid Rate. (ii) If Sufficient Clearing Bids have not been made (other than because all of the Outstanding shares of APS are subject to Submitted Hold Orders), subject to the provisions of Section 11.10(e)(iii), Submitted Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected: (A) the Submitted Bid of each Existing Holder specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate shall be rejected, thus entitling such Existing Holder to continue to hold the Outstanding shares of APS that are the subject of such Submitted Bid; (B) the Submitted Bid of each Potential Holder specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate shall be accepted, thus requiring such Potential Holder to purchase the Outstanding shares of APS that are the subject of such Submitted Bid; and (C) the Submitted Bids of each Existing Holder specifying any rate per annum that is higher than the Maximum Applicable Rate shall be accepted and the Submitted Sell Orders of each Existing Holder shall be accepted, in both cases only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (2) the number of shares of APS obtained by multiplying (x) the difference between the Available APS and the aggregate number of Outstanding shares of APS subject to Submitted Bids described in Section 11.10(e)(ii)(A) and Section 11.10(e)(ii)(B) by (y) a fraction the numerator of which shall be the number of Outstanding shares of APS held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the number of Outstanding shares of APS subject to all such Submitted Bids and Submitted Sell Orders. If all of the Outstanding shares of a series of APS are subject to Submitted Hold Orders, all Submitted Bids for shares of such series shall be rejected. (iii) If, as a result of the procedures described in Section 11.10(e), any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of APS an Auction Preferred Share on any Auction Date, the Auction Agent shall, in such manner as in its sole discretion it shall determine, round up or down the number of shares of APS to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date so that each Outstanding share of APS Auction Preferred Share purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be a whole share of APSAuction Preferred Share. (iv) If, as a result of the procedures described in Section 11.10(e), any Potential Holder would be entitled or required to purchase less than a whole share of APS Auction Preferred Share on any Auction Date, the Auction Agent shall, in such manner as in its sole discretion it shall determine, allocate shares of APS for purchase among Potential Holders so that only whole shares of APS are purchased on such Auction Date by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any shares of APS on such Auction Date. (v) Based on the results of each Auction, the Auction Agent shall determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders on behalf of Existing Holders or Potential Holders, the aggregate number of Outstanding shares of APS to be purchased and the aggregate number of the Outstanding shares of APS to be sold by such Potential Holders and Existing Holders and, to the extent that such aggregate number of Outstanding shares to be purchased and such aggregate number of Outstanding shares to be sold differ, the Auction Agent shall determine to which other Broker-Dealer or Broker-Dealers acting for one or more purchasers such Broker-Dealer shall deliver, or from which other Broker-Dealer or Broker-Dealers acting for one or more sellers such Broker-Dealer shall receive, as the case may be, Outstanding shares of APS.

Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based Existing Holders shall continue to hold the Preferred Shares that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to paragraph (a) of Section 11.10(d)(i)3 of this Part II, the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by the Auction Agent and the Auction Agent shall take such other action as set forth below: (ia) If Sufficient Clearing Bids for shares of a series of Preferred Shares have been made, all Submitted Sell Orders with respect to shares of the Series shall be accepted and, subject to the provisions of Section 11.10(e)(iiiparagraphs (d) and (e) of this Section 11.10(e)(iv)4, Submitted Bids and Submitted Sell Orders with respect to shares of the Series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids with respect to shares of the Series shall be rejected: (Ai) the Existing Holders' Submitted Sell Orders of Existing Holders shall be accepted and the Submitted Bid of each Bids for shares of the Existing Holders Series specifying any rate per annum that is higher than the Winning Bid Rate for shares of the Series shall be accepted, thus requiring each such Existing Holder to sell the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted Sell Order or Submitted BidBids; (Bii) the Existing Holders' Submitted Bid of each Bids for shares of the Existing Holders Series specifying any rate per annum that is lower than the Winning Bid Rate for shares of the Series shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted BidBids; (Ciii) the Potential Holders' Submitted Bid of each Bids for shares of the Potential Holders Series specifying any rate per annum that is lower than the Winning Bid Rate for shares of the Series shall be accepted; (Div) the each Existing Holder's Submitted Bid of each for shares of the Existing Holders Series specifying a rate per annum that is equal to the Winning Bid Rate for shares of the Series shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted Bid, unless the number of Outstanding shares of APS Preferred Shares subject to all such Submitted Bids shall be greater than the number of Outstanding shares of APS Preferred Shares (“Remaining Shares”"remaining shares") equal to in the excess of the Available APS Preferred Shares of the Series over the number of Outstanding shares of APS Preferred Shares subject to Submitted Bids described in Section 11.10(e)(i)(Bclauses (ii) and Section 11.10(e)(i)(C(iii) of this paragraph (a), in which event the such Submitted Bids Bid of each such Existing Holder shall be acceptedrejected in part, and each such Existing Holder shall be required entitled to sell Outstanding shares of APScontinue to hold Preferred Shares subject to such Submitted Bid, but only in an amount equal to the difference between (1) number of Preferred Shares of the Series obtained by multiplying the number of Outstanding remaining shares of APS then held by such Existing Holder subject to such Submitted Bid and (2) the number of shares of APS obtained by multiplying (x) the number of Remaining Shares by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS Preferred Shares held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS Preferred Shares subject to such Submitted Bids made by all such Existing Holders that specified a rate per annum equal to the Winning Bid RateRate for shares of the Series; and (Ev) the each Potential Holder's Submitted Bid of each for shares of the Potential Holders Series specifying a rate per annum that is equal to the Winning Bid Rate for shares of the Series shall be accepted but only in an amount equal to the number of Outstanding shares of APS the Series obtained by multiplying (x) the difference between the Available APS and the number of Outstanding shares in the excess of APS the Available Preferred Shares of the Series over the number of Preferred Shares subject to Submitted Bids described in Section 11.10(e)(i)(B), Section 11.10(e)(i)(Cclauses (ii) and Section 11.10(e)(i)(Dthrough (iv) of this paragraph (a) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS Preferred Shares subject to such Submitted Bid and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS Preferred Shares subject to such Submitted Bids made by all such Potential Holders that specified rates per annum a rate equal to the Winning Bid RateRate for shares of the Series. (iib) If Sufficient Clearing Bids for shares of a series of Preferred Shares have not been made (other than because all of the Outstanding shares of APS the Series are subject to Submitted Hold Orders), subject to the provisions of paragraph (d) of this Section 11.10(e)(iii)4, Submitted Orders for shares of the Series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids for shares of the Series shall be rejected: (Ai) Existing Holders' Submitted Bids for shares of the Submitted Bid of each Existing Holder Series specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate for shares of the Series shall be rejected, thus entitling such Existing Holder Holders to continue to hold the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted BidBids; (Bii) Potential Holders' Submitted Bids for shares of the Submitted Bid of each Potential Holder Series specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate for shares of the Series shall be accepted, thus requiring such Potential Holder to purchase the Outstanding shares of APS that are the subject of such Submitted Bid; and (Ciii) Each Existing Holder's Submitted Bid for shares of the Submitted Bids of each Existing Holder Series specifying any rate per annum that is higher than the Maximum Applicable Rate shall be accepted for shares of the Series and the Submitted Sell Orders for shares of the Series of each Existing Holder shall be accepted, thus entitling each Existing Holder that submitted or on whose behalf was submitted any such Submitted Bid or Submitted Sell Order to sell the shares of the Series subject to such Submitted Bid or Submitted Sell Order, but in both cases only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held the Series obtained by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (2) multiplying the number of shares of APS obtained by multiplying (x) the difference between the Available APS and the aggregate number of Outstanding shares of APS Series subject to Submitted Bids described in Section 11.10(e)(ii)(Aclause (ii) and Section 11.10(e)(ii)(Bof this paragraph (b) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS the Series held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the aggregate number of Outstanding shares of APS the Series subject to all such Submitted Bids and Submitted Sell Orders. (iiic) If all of the Outstanding shares of a series of Preferred Shares are subject to Submitted Hold Orders, all Submitted Bids for shares of the Series shall be rejected. (d) If, as a result of the procedures described in clause (iv) or (v) of paragraph (a) or clause (iii) of paragraph (b) of this Section 11.10(e)4, any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of APS Preferred Share on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, round up or down the number of shares Preferred Shares of APS the Series to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date as a result of such procedures so that each Outstanding share the number of APS shares so purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be a whole share of APSPreferred Shares. (ive) If, as a result of the procedures described in clause (v) of paragraph (a) of this Section 11.10(e)4, any Potential Holder would be entitled or required to purchase less than a whole share of APS a series of Preferred Shares on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, allocate shares Preferred Shares of APS the Series for purchase among Potential Holders so that only whole shares Preferred Shares of APS the Series are purchased on such Auction Date as a result of such procedures by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any shares Preferred Shares of APS the Series on such Auction Date. (vf) Based on the results of each AuctionAuction for shares of a series of Preferred Shares, the Auction Agent shall determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders on behalf of Existing Holders or Potential Holders, determine the aggregate number of Outstanding shares of APS the Series to be purchased and the aggregate number of the Outstanding shares of APS the Series to be sold by such Potential Holders and Existing Holders and, with respect to each Potential Holder and Existing Holder, to the extent that such aggregate number of Outstanding shares to be purchased and such aggregate number of Outstanding shares to be sold differ, the Auction Agent shall determine to which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more purchasers such Broker-Dealer Existing Holder(s) they shall deliver, or from which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more sellers such Broker-Dealer Existing Holder(s) they shall receive, as the case may be, Outstanding Preferred Shares of the Series. Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of APSa series of Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefor, partial deliveries of Preferred Shares that have been made in respect of Potential Holders' or Potential Beneficial Owners' Submitted Bids for shares of the Series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (g) Neither the Trust nor the Auction Agent nor any affiliate of either shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder, a Beneficial Owner, a Potential Beneficial Owner or its respective Agent Member to deliver Preferred Shares of any series or to pay for Preferred Shares of any series sold or purchased pursuant to the Auction Procedures or otherwise.

Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based on the determinations made pursuant to Section 11.10(d)(i), the Submitted Bids and Submitted Sell Orders shall be are accepted and rejected in the order or rejected and priority set forth in the Auction Agent Procedures, with the result that Existing Holders and Potential Holders of Preferred Stock shall take such other action sell, continue to hold and/or purchase shares as set forth belowfollows: (i) If Sufficient Clearing Bids have been made, subject to the provisions of Section 11.10(e)(iii) and Section 11.10(e)(iv), Submitted Bids and Submitted Sell Orders shall be accepted or rejected in the following order of priority and all other Submitted Bids shall be rejected: (A) the Submitted Sell Orders of Each Existing Holders shall be accepted and the Holder with a Submitted Bid of each of the Existing Holders specifying any rate per annum that is higher than the Winning Bid Rate or that offered to sell shares of Preferred Stock without regard to the Applicable Rate for the next Dividend Period shall be accepted, thus requiring each sell the shares of Preferred Stock subject to such Submitted Bid or Submitted Sell Order. Bidder #4 sells 66 shares. (Bidder #4 had bid 7.300%.) Bidder #2 sells 44 shares. (Bidder #2 was a seller at any rate.) (ii) Each Existing Holder to sell the Outstanding shares of APS that are the subject of such Submitted Sell Order or Submitted Bid; (B) the with a Submitted Bid of each of the Existing Holders specifying any a rate per annum that is lower than the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the Preferred Stock subject of to such Submitted Bid;. Bidder #1 continues to hold 22 shares. (Ciii) the Each Potential Holder with a Submitted Bid of each of the Potential Holders specifying any a rate per annum that is lower than the Winning Bid Rate shall be accepted;purchase the number of shares of Preferred Stock subject to such Submitted Bid. Bidder #1 purchases an additional 44 shares. Bidder #7 purchases 44 shares. Bidder #8 purchases 33 shares. (Div) the Each Existing Holder with a Submitted Bid of each of the Existing Holders specifying a rate per annum that is equal to the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the Preferred Stock subject of to such Submitted Bid, unless the number of Outstanding shares of APS Preferred Stock subject to all such Submitted Bids shall be placed by existing Holders is greater than the number of Outstanding shares of APS (“Remaining Shares”) equal to the excess of the Available APS over the number of Outstanding shares of APS subject to Submitted Bids described in Section 11.10(e)(i)(B) and Section 11.10(e)(i)(C), in which event the Submitted Bids of each such Existing Holder shall be accepted, and each such Existing Holder shall be required to sell Outstanding shares of APS, but only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held by such Existing Holder subject to such Submitted Bid and (2) Preferred Stock less the number of shares of APS obtained by multiplying (x) the number of Remaining Shares by (y) a fraction the numerator of which shall be the number of Outstanding shares of APS held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of APS subject to such Submitted Bids made by all such Existing Holders that specified a rate per annum equal to the Winning Bid Rate; and (E) the Submitted Bid of each of the Potential Holders specifying a rate per annum that is equal to the Winning Bid Rate shall be accepted but only Preferred Stock accounted for in an amount equal to the number of Outstanding shares of APS obtained by multiplying (x) the difference between the Available APS and the number of Outstanding shares of APS subject to Submitted Bids described in Section 11.10(e)(i)(B), Section 11.10(e)(i)(C) and Section 11.10(e)(i)(D) by (y) a fraction the numerator of which shall be the number of Outstanding shares of APS subject to such Submitted Bid and the denominator of which shall be the sum of the number of Outstanding shares of APS subject to such Submitted Bids made by all such Potential Holders that specified rates per annum equal to the Winning Bid Rate. clauses (ii) If Sufficient Clearing Bids have not been made and (other than because all of the Outstanding shares of APS are subject to Submitted Hold Orders)iii) above, subject to the provisions of Section 11.10(e)(iii), Submitted Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected: (A) the Submitted Bid of which event each Existing Holder specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate shall be rejected, thus entitling with such Existing Holder to continue to hold the Outstanding shares of APS that are the subject of such Submitted Bid; (B) the a Submitted Bid of each Potential Holder specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate shall be accepted, thus requiring such Potential Holder to purchase the Outstanding shares of APS that are the subject of such Submitted Bid; and (C) the Submitted Bids of each Existing Holder specifying any rate per annum that is higher than the Maximum Applicable Rate shall be accepted and the Submitted Sell Orders of each Existing Holder shall be accepted, in both cases only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (2) the sell a number of shares of APS obtained by multiplying (x) Preferred Stock determined on a pro rata basis based on the difference between the Available APS and the aggregate number of Outstanding shares of APS subject to Submitted Bids described in Section 11.10(e)(ii)(A) and Section 11.10(e)(ii)(B) by (y) a fraction the numerator of which shall be the number of Outstanding shares of APS held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the number of Outstanding shares of APS Preferred Stock subject to all such Submitted Bids and Submitted Sell OrdersBids. (iii) If, as a result of the procedures described in Section 11.10(e), any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of APS on any Auction Date, the Auction Agent shall, in such manner as in its sole discretion it shall determine, round up or down the number of shares of APS to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date so that each Outstanding share of APS purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be a whole share of APS. (iv) If, as a result of the procedures described in Section 11.10(e), any Potential Holder would be entitled or required to purchase less than a whole share of APS on any Auction Date, the Auction Agent shall, in such manner as in its sole discretion it shall determine, allocate shares of APS for purchase among Potential Holders so that only whole shares of APS are purchased on such Auction Date by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any shares of APS on such Auction Date. (v) Based on the results of each Auction, the Auction Agent shall determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders on behalf of Existing Holders or Potential Holders, the aggregate number of Outstanding shares of APS to be purchased and the aggregate number of the Outstanding shares of APS to be sold by such Potential Holders and Existing Holders and, to the extent that such aggregate number of Outstanding shares to be purchased and such aggregate number of Outstanding shares to be sold differ, the Auction Agent shall determine to which other Broker-Dealer or Broker-Dealers acting for one or more purchasers such Broker-Dealer shall deliver, or from which other Broker-Dealer or Broker-Dealers acting for one or more sellers such Broker-Dealer shall receive, as the case may be, Outstanding shares of APS.

Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based Existing Holders shall continue to hold the shares of Municipal Preferred that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to subparagraph (a) of paragraph 3 of Part II of this Section 11.10(d)(i)12.1, the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by the Auction Agent and the Auction Agent shall take such other action as set forth below: (ia) If Sufficient Clearing Bids for shares of a series of Municipal Preferred have been made, all Submitted Sell Orders with respect to shares of such series shall be accepted and, subject to the provisions of Section 11.10(e)(iiisubparagraphs (d) and Section 11.10(e)(iv)(e) of this paragraph 4, Submitted Bids and Submitted Sell Orders with respect to shares of such series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids with respect to shares of such series shall be rejected: (Ai) the Existing Holders' Submitted Sell Orders Bids for shares of Existing Holders shall be accepted and the Submitted Bid of each of the Existing Holders such series specifying any rate per annum that is higher than the Winning Bid Rate for shares of such series shall be accepted, thus requiring each such Existing Holder to sell the Outstanding shares of APS that are the Municipal Preferred subject of to such Submitted Sell Order or Submitted BidBids; (Bii) the Existing Holders' Submitted Bid Bids for shares of each of the Existing Holders such series specifying any rate per annum that is lower than the Winning Bid Rate for shares of such series shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the Municipal Preferred subject of to such Submitted BidBids; (Ciii) the Potential Holders' Submitted Bid Bids for shares of each of the Potential Holders such series specifying any rate per annum that is lower than the Winning Bid Rate for shares of such series shall be accepted; (Div) the each Existing Holders' Submitted Bid for shares of each of the Existing Holders such series specifying a rate per annum that is equal to the Winning Bid Rate for shares of such series shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares share of APS that are the Municipal Preferred subject of to such Submitted Bid, unless the number of Outstanding shares of APS Municipal Preferred subject to all such Submitted Bids shall be greater than the number of Outstanding shares of APS Municipal Preferred (“Remaining Shares”"remaining shares") equal to in the excess of the Available APS Municipal Preferred of such series over the number of Outstanding shares of APS Municipal Preferred subject to Submitted Bids described in Section 11.10(e)(i)(Bclauses (ii) and Section 11.10(e)(i)(C(iii) of this subparagraph (a), in which event the such Submitted Bids Bid of each such Existing Holder shall be acceptedrejected in part, and each such Existing Holder shall be required entitled to sell Outstanding continue to hold shares of APSMunicipal Preferred subject to such Submitted Bid, but only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held by such Existing Holder subject to such Submitted Bid and (2) the number of shares of APS Municipal Preferred of such series obtained by multiplying (x) the number of Remaining Shares remaining shares by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS Municipal Preferred held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS Municipal Preferred subject to such Submitted Bids made by all such Existing Holders that specified a rate per annum equal to the Winning Bid RateRate for shares of such series; and (Ev) the each Potential Holder's Submitted Bid for shares of each of the Potential Holders such series specifying a rate per annum that is equal to the Winning Bid Rate of shares of such series shall be accepted but only in an amount equal to the number of Outstanding shares of APS such series obtained by multiplying (x) the difference between the Available APS and the number of Outstanding shares in the excess of the Available Municipal Preferred of such series over the number of shares of APS Municipal Preferred subject to Submitted Bids described in Section 11.10(e)(i)(B), Section 11.10(e)(i)(Cclauses (ii) and Section 11.10(e)(i)(Dthrough (iv) of this subparagraph (a) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS Municipal Preferred subject to such Submitted Bid Bids and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS Municipal Preferred subject to such Submitted Bids made by all such Potential Holders that specified rates per annum a rate equal to the Winning Bid RateRate for shares of such series. (iib) If Sufficient Clearing Bids for shares of a series of Municipal Preferred have not been made (other than because all of the Outstanding shares of APS such series are subject to Submitted Hold Orders), subject to the provisions of Section 11.10(e)(iii)subparagraph (d) of this paragraph 4, Submitted Orders for shares of such series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids for shares of such series shall be rejected: (Ai) the Existing Holders' Submitted Bid Bids for shares of each Existing Holder such series specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate for shares of such series shall be rejected, thus entitling such Existing Holder Holders to continue to hold the Outstanding shares of APS that are the Municipal Preferred subject of to such Submitted BidBids; (Bii) the Potential Holders' Submitted Bid Bids for shares of each Potential Holder such series specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate for shares of such series shall be accepted, thus requiring such Potential Holder to purchase the Outstanding shares of APS that are the subject of such Submitted Bid; and (Ciii) the Each Existing Holder's Submitted Bids Bid for shares of each Existing Holder such series specifying any rate per annum that is higher than the Maximum Applicable Rate shall be accepted for shares of such series and the Submitted Sell Orders for shares of such series of each Existing Holder shall be accepted, thus entitling each Existing Holder that submitted or on whose behalf was submitted any such Submitted Bid or Submitted Sell Order to sell the shares of such series subject to such Submitted Bid or Submitted Sell Order, but in both cases only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held such series obtained by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (2) multiplying the number of shares of APS obtained by multiplying (x) the difference between the Available APS and the aggregate number of Outstanding shares of APS such series subject to Submitted Bids described in Section 11.10(e)(ii)(Aclause (ii) and Section 11.10(e)(ii)(Bof this subparagraph (b) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS such series held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the aggregate number of Outstanding shares of APS such series subject to all such Submitted Bids and Submitted Sell Orders. (iiic) If all of the Outstanding shares of a series of Municipal Preferred are subject to Submitted Hold Orders, all Submitted Bids for shares of such series shall be rejected. (d) If, as a result of the procedures described in Section 11.10(e)clause (iv) or (v) of subparagraph (a) or clause (iii) of subparagraph (b) of this paragraph 4, any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of APS a series of Municipal Preferred on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, round up or down the number of shares of APS Municipal Preferred of such series to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date as a result of such procedures so that each Outstanding share the number of APS shares so purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be a whole share shares of APSMunicipal Preferred. (ive) If, as a result of the procedures described in Section 11.10(e)clause (v) of paragraph (a) of this paragraph 4, any Potential Holder would be entitled or required to purchase less than a whole share of APS series of Municipal Preferred on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, allocate shares of APS Municipal Preferred of such series for purchase among Potential Holders so that only whole shares of APS Municipal Preferred of such series are purchased on such Auction Date as a result of such procedures by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any shares of APS Municipal Preferred of such series on such Auction Date. (vf) Based on the results of each AuctionAuction for shares of a series of Municipal Preferred, the Auction Agent shall determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders on behalf of Existing Holders or Potential Holders, determine the aggregate number of Outstanding shares of APS such series to be purchased and the aggregate number of the Outstanding shares of APS such series to be sold by such Potential Holders and Existing Holders and, with respect to each Potential Holder and Existing Holder, to the extent that such aggregate number of Outstanding shares to be purchased and such aggregate number of Outstanding shares to be sold differ, the Auction Agent shall determine to which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more purchasers such Broker-Dealer Existing Holder(s) they shall deliver, or from which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more sellers such Broker-Dealer Existing Holder(s) they shall receive, as the case may be, Outstanding shares of APSMunicipal Preferred of such series. Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of a series of Municipal Preferred with respect to whom a Broker- Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefor, partial deliveries of shares of Municipal Preferred that have been made in respect of Potential Holders' or Potential Beneficial Owners' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (g) Neither the Trust nor the Auction Agent nor any affiliate of either shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder, a Benefit Owner, a Potential Beneficial Owner or its respective Agent Member to deliver shares of Municipal Preferred of any series or to pay for shares of Municipal Preferred of any series sold or purchased pursuant to the Auction Procedures or otherwise.

Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based Existing Holders shall continue to hold the APS that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to paragraph (a) of Section 11.10(d)(i)4 of this Part II, the Submitted Bids and Submitted Sell Orders shall be accepted or rejected and the Auction Agent shall take such other action as set forth below: (ia) If Sufficient Clearing Bids for APS have been made, all Submitted Sell Orders shall be accepted and, subject to the provisions of Section 11.10(e)(iiiparagraphs (d) and (e) of this Section 11.10(e)(iv)5, Submitted Bids and Submitted Sell Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected: (Ai) the Existing Holders' Submitted Sell Orders of Existing Holders shall be accepted and the Submitted Bid of each of the Existing Holders Bids for APS specifying any rate per annum that is higher than the Winning Bid Rate shall be accepted, thus requiring each such Existing Holder to sell the Outstanding shares of APS that are the subject of to such Submitted Sell Order or Submitted BidBids; (Bii) the Existing Holders' Submitted Bid of each of the Existing Holders Bids for APS specifying any rate per annum that is lower than the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the subject of to such Submitted BidBids; (Ciii) the Potential Holders' Submitted Bid of each of the Potential Holders Bids for APS specifying any rate per annum that is lower than the Winning Bid Rate shall be accepted; (Div) the each Existing Holder's Submitted Bid of each of the Existing Holders for APS specifying a rate per annum that is equal to the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the subject of to such Submitted Bid, unless the number of Outstanding shares of APS subject to all such Submitted Bids shall be greater than the number of Outstanding shares of APS (“Remaining Shares”"remaining shares") equal to in the excess of the Available APS over the number of Outstanding shares of the APS subject to Submitted Bids described in Section 11.10(e)(i)(Bclauses (ii) and Section 11.10(e)(i)(C(iii) of this paragraph (a), in which event the such Submitted Bids Bid of each such Existing Holder shall be acceptedrejected in part, and each such Existing Holder shall be required entitled to sell Outstanding shares of APScontinue to hold APS subject to such Submitted Bid, but only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held by such Existing Holder subject to such Submitted Bid and (2) the number of shares of APS obtained by multiplying (x) the number of Remaining Shares remaining shares by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS subject to such Submitted Bids made by all such Existing Holders that specified a rate per annum equal to the Winning Bid Rate; and (Ev) the each Potential Holder's Submitted Bid of each of the Potential Holders for APS specifying a rate per annum that is equal to the Winning Bid Rate shall be accepted but only in an amount equal to the number of Outstanding shares of APS obtained by multiplying (x) the difference between number of shares in the excess of the Available APS and over the number of Outstanding shares of the APS subject to Submitted Bids described in Section 11.10(e)(i)(B), Section 11.10(e)(i)(Cclauses (ii) and Section 11.10(e)(i)(Dthrough (iv) of this paragraph (a) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS subject to such Submitted Bid and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS subject to such Submitted Bids made by all such Potential Holders that specified rates per annum a rate equal to the Winning Bid Rate.; and (iib) If Sufficient Clearing Bids have not been made (other than because all of the Outstanding shares of APS are subject to Submitted Hold Orders), subject to the provisions of paragraph (d) of this Section 11.10(e)(iii)5, Submitted Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected: (Ai) the Existing Holders' Submitted Bid of each Existing Holder Bids for APS specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate shall be rejected, thus entitling such Existing Holder Holders to continue to hold the Outstanding shares of APS that are the subject of to such Submitted Bid;Bids: (Bii) the Potential Holders' Submitted Bid of each Potential Holder Bids for APS specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate shall be accepted, thus requiring such Potential Holder to purchase the Outstanding shares of APS that are the subject of such Submitted Bid; and (Ciii) the Each Existing Holder's Submitted Bids of each Existing Holder Bid for APS specifying any rate per annum that is higher than the Maximum Applicable Rate shall be accepted and the Submitted Sell Orders for APS of each Existing Holder shall be accepted, thus entitling each Existing Holder that submitted any such Submitted Bid or Submitted Sell Order to sell the subject to such Submitted Bid or Submitted Sell Order, but in both cases only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (2) the number of shares of APS obtained by multiplying (x) the difference between the Available APS and the aggregate number of Outstanding shares of APS subject to Submitted Bids described in Section 11.10(e)(ii)(Aclause (ii) and Section 11.10(e)(ii)(Bof this paragraph (b) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the aggregate number of Outstanding shares of APS subject to all such Submitted Bids and Submitted Sell Orders. (iiic) If all of the Outstanding APS are subject to Submitted Holder Orders, all Submitted Bids shall be rejected. (d) If, as a result of the procedures described in clause (iv) or (v) of paragraph (a) or clause (iii) of paragraph (b) of this Section 11.10(e)5, any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of APS on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, round up or down the number of shares of APS to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date as a result of such procedures so that each Outstanding share of APS the number so purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be a whole share shares of APS. (ive) If, as a result of the procedures described in clause (v) of paragraph (a) of this Section 11.10(e)5, any Potential Holder would be entitled or required to purchase less than a whole share of APS on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, allocate shares of APS for purchase among Potential Holders so that only whole shares of APS are purchased on such Auction Date as a result of such procedures by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any shares of the APS on such Auction Date. (vf) Based on the results of each Auction, the Auction Agent shall determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders on behalf of Existing Holders or Potential Holders, determine the aggregate number of Outstanding shares of APS to be purchased and the aggregate number of the Outstanding shares of APS to be sold by such Potential Holders and Existing Holders on whose behalf each Dealer submitted Bids or Sell Orders and, with respect to each Broker-Dealer, to the extent that such aggregate number of Outstanding shares to be purchased and such aggregate number of Outstanding shares to be sold differ, the Auction Agent shall determine to which other Broker-Dealer or Broker-Dealers acting for one or more purchasers of APS such Broker-Dealer shall deliver, or from which other Broker-Dealer or Broker-Dealers acting for one or more sellers of APS such Broker-Dealer shall receive, as the case may be, Outstanding shares of APS.

Acceptance and Rejection of Submitted Bids and Submitted Sell Orders and Allocation of Shares. Based Existing Holders shall continue to hold the Preferred Shares that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to paragraph (a) of Section 11.10(d)(i)3 of this Part II, the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by the Auction Agent and the Auction Agent shall take such other action as set forth below: (ia) If Sufficient Clearing Bids for Preferred Shares have been made, all Submitted Sell Orders with respect to shares of the applicable Series shall be accepted and, subject to the provisions of Section 11.10(e)(iiiparagraphs (d) and (e) of this Section 11.10(e)(iv)4, Submitted Bids and Submitted Sell Orders with respect to shares of such Series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids with respect to shares of such Series shall be rejected: (Ai) the Existing Holders’ Submitted Sell Orders Bids for shares of Existing Holders shall be accepted and the Submitted Bid of each of the Existing Holders such Series specifying any rate per annum that is higher than the Winning Bid Rate for shares of such Series shall be accepted, thus requiring each such Existing Holder to sell the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted Sell Order or Submitted BidBids; (Bii) the Existing Holders’ Submitted Bid Bids for shares of each of the Existing Holders such Series specifying any rate per annum that is lower than the Winning Bid Rate for shares of such Series shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted BidBids; (Ciii) the Potential Holders’ Submitted Bid Bids for shares of each of the Potential Holders such Series specifying any rate per annum that is lower than the Winning Bid Rate for shares of such Series shall be accepted; (Div) the each Existing Holder’s Submitted Bid for shares of each of the Existing Holders such Series specifying a rate per annum that is equal to the Winning Bid Rate for shares of the Series shall be rejected, thus entitling each such Existing Holder to continue to hold the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted Bid, unless the number of Outstanding shares of APS Preferred Shares subject to all such Submitted Bids shall be greater than the number of Outstanding shares of APS Preferred Shares (“Remaining Sharesremaining shares”) equal to in the excess of the Available APS Preferred Shares of the Series over the number of Outstanding shares of APS Preferred Shares subject to Submitted Bids described in Section 11.10(e)(i)(Bclauses (ii) and Section 11.10(e)(i)(C(iii) of this paragraph (a), in which event the such Submitted Bids Bid of each such Existing Holder shall be acceptedrejected in part, and each such Existing Holder shall be required entitled to sell Outstanding shares of APScontinue to hold Preferred Shares subject to such Submitted Bid, but only in an amount equal to the difference between (1) number of Preferred Shares of such Series obtained by multiplying the number of Outstanding remaining shares of APS then held by such Existing Holder subject to such Submitted Bid and (2) the number of shares of APS obtained by multiplying (x) the number of Remaining Shares by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS Preferred Shares held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS Preferred Shares subject to such Submitted Bids made by all such Existing Holders that specified a rate per annum equal to the Winning Bid RateRate for shares of such Series; and (Ev) the each Potential Holder’s Submitted Bid for shares of each of the Potential Holders such Series specifying a rate per annum that is equal to the Winning Bid Rate for shares of such Series shall be accepted but only in an amount equal to the number of Outstanding shares of APS the Series obtained by multiplying (x) the difference between the Available APS and the number of Outstanding shares in the excess of APS the Available Preferred Shares of such Series over the number of Preferred Shares subject to Submitted Bids described in Section 11.10(e)(i)(B), Section 11.10(e)(i)(Cclauses (ii) and Section 11.10(e)(i)(Dthrough (iv) of this paragraph (a) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS Preferred Shares subject to such Submitted Bid and the denominator of which shall be the sum of the aggregate number of Outstanding shares of APS Preferred Shares subject to such Submitted Bids made by all such Potential Holders that specified rates per annum a rate equal to the Winning Bid RateRate for shares of such Series. (iib) If Sufficient Clearing Bids for shares of a Series have not been made (other than because all of the Outstanding shares of APS such Series are subject to Submitted Hold Orders), subject to the provisions of paragraph (d) of this Section 11.10(e)(iii)4, Submitted Orders for shares of such Series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids for shares of such Series shall be rejected: (Ai) the Existing Holders’ Submitted Bid Bids for shares of each Existing Holder such Series specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate for shares of such Series shall be rejected, thus entitling such Existing Holder Holders to continue to hold the Outstanding shares of APS that are the Preferred Shares subject of to such Submitted BidBids; (Bii) the Potential Holders’ Submitted Bid Bids for shares of each Potential Holder such Series specifying any rate per annum that is equal to or lower than the Maximum Applicable Rate for shares of such Series shall be accepted, thus requiring such Potential Holder to purchase the Outstanding shares of APS that are the subject of such Submitted Bid; and (Ciii) the Each Existing Holder’s Submitted Bids Bid for shares of each Existing Holder such Series specifying any rate per annum that is higher than the Maximum Applicable Rate shall be accepted for shares of the Series and the Submitted Sell Orders for shares of such Series of each Existing Holder shall be accepted, thus entitling each Existing Holder that submitted or on whose behalf was submitted any such Submitted Bid or Submitted Sell Order to sell the shares of such Series subject to such Submitted Bid or Submitted Sell Order, but in both cases only in an amount equal to the difference between (1) the number of Outstanding shares of APS then held such Series obtained by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and (2) multiplying the number of shares of APS obtained by multiplying (x) the difference between the Available APS and the aggregate number of Outstanding shares of APS such Series subject to Submitted Bids described in Section 11.10(e)(ii)(Aclause (ii) and Section 11.10(e)(ii)(Bof this paragraph (b) by (y) a fraction fraction, the numerator of which shall be the number of Outstanding shares of APS such Series held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the aggregate number of Outstanding shares of APS the Series subject to all such Submitted Bids and Submitted Sell Orders. (iiic) If all of the Outstanding Preferred Shares are subject to Submitted Hold Orders, all Submitted Bids for shares of such Series shall be rejected. (d) If, as a result of the procedures described in clause (iv) or (v) of paragraph (a) or clause (iii) of paragraph (b) of this Section 11.10(e)4, any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of APS Preferred Share on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, round up or down the number of shares Preferred Shares of APS such Series to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date as a result of such procedures so that each Outstanding share the number of APS shares so purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be a whole share of APSPreferred Shares. (ive) If, as a result of the procedures described in clause (v) of paragraph (a) of this Section 11.10(e)4, any Potential Holder would be entitled or required to purchase less than a whole share of APS a Series on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion it shall determinediscretion, allocate shares Preferred Shares of APS such Series for purchase among Potential Holders so that only whole shares Preferred Shares of APS such Series are purchased on such Auction Date as a result of such procedures by any Potential Holder, even if such allocation results in one or more of such Potential Holders not purchasing any shares Preferred Shares of APS such Series on such Auction Date. (vf) Based on the results of each AuctionAuction for Preferred Shares, the Auction Agent shall determine, with respect to each Broker-Dealer that submitted Bids or Sell Orders on behalf of Existing Holders or Potential Holders, determine the aggregate number of Outstanding shares of APS the applicable Series to be purchased and the aggregate number of the Outstanding shares of APS such Series to be sold by such Potential Holders and Existing Holders and, with respect to each Potential Holder and Existing Holder, to the extent that such aggregate number of Outstanding shares to be purchased and such aggregate number of Outstanding shares to be sold differ, the Auction Agent shall determine to which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more purchasers such Broker-Dealer Existing Holder(s) they shall deliver, or from which other Broker-Dealer Potential Holder(s) or Broker-Dealers acting for one or more sellers such Broker-Dealer Existing Holder(s) they shall receive, as the case may be, Outstanding Preferred Shares of such Series. Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefor, partial deliveries of Preferred Shares that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ Submitted Bids for shares of APSthe applicable Series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (g) Neither the Trust nor the Auction Agent nor any affiliate of either shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder, a Beneficial Owner, a Potential Beneficial Owner or its respective Agent Member to deliver Preferred Shares or to pay for Preferred Shares sold or purchased pursuant to the Auction Procedures or otherwise.