Common use of Broker-Dealers Clause in Contracts

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Trust shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Trust may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx PaineWebber Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on the Business Day next preceding each Auction DateDividend Payment Date for each series of AMPS, the Company shall pay to deposit with the Auction Agent a service charge to be paid to the Broker-Dealers in Federal Funds or similar same-day funds an amount in cash immediately available or next day funds equal to (i) in the case of any Auction Date immediately preceding a 7-Day Regular Dividend Period Period, or 28-Day Short Term Dividend Period, the product of (A) a fraction fraction, the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times 25,000, and (D) the sum of the aggregate number of Outstanding shares of such series of AMPS for which the Auction is conducted conducted; and (ii) in the case of any Special Long Term Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys monies as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, Dealer without the prior written approval of the Auction Agent, which written approval shall not be withheld unreasonablyunreasonably withheld. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated affiliate to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent shall from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day 28 day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of outstanding AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7seven-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of outstanding AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction DateDate for both series of Preferred Shares, the Company shall pay to the Auction Agent in Federal Funds New York Clearing House or similar samenext-day funds an amount in cash equal to to, (i) in the case of any Auction Date immediately preceding a 7-Day any Dividend Period of 28 days or 28-Day Dividend Periodless, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (B) 1/4 of 1%, times (C) $25,000 50,000, times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS such series of Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Auction Date immediately preceding any Dividend PeriodPeriod of more than 28 days, the amount determined by mutual consent of the Company and the Broker-Dealer or Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys monies as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Subject to Section 2.5(c) hereof, the Auction Agent is hereby authorized by the Company shall not to designate at any time or from time to time any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, Dealer without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonablyCompany. The Company Auction Agent may designate an Affiliate of the Company or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated of itself to act as a Broker- DealerBroker-Dealer subject to Section 2.5(c) hereof. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Notwithstanding Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such no person may act as a Broker-Dealer Agreements as unless such person shall have entered into a Broker-Dealer Agreement with the Company shall requestAuction Agent. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of the series of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Broker-Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Merrill Lynch, Pierce, Xxxxxx Fenner & Xxxxx Smith Incorporated to act as xxx xx a Broker- Broker-Dealer. (c) The Auction Xxxxion Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Broker- Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Dividend Payment Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Periodof less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may Notwithstanding the foregoing, the Fund may, without prior written approval of the Auction Agent, designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxx Xxxxxx & Xxxxx Incorporated Inc. to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Broker- Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Dividend Payment Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Periodof less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may Notwithstanding the foregoing, the Fund may, without prior written approval of the Auction Agent, designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated UBS Warburg LLC to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a1) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b2) The Company Trust shall not designate any Person to act as a Broker- Broker-Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Trust may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [ ] to act as a Broker- Broker-Dealer. (c3) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d4) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e5) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx PaineWebber Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Payment Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Periodof less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of outstanding AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend PeriodPeriod of one year or more, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated of [ ] to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day seven day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Series Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Broker-Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx LynchMerrxxx Xxxch, Pierce, Xxxxxx Fennxx & Xxxxx Incorporated Xmitx Xxxorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7seven-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of outstanding AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Dealer.than (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Rate Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Trust shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Trust may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxx Xxxxxx & Xxxxx Incorporated Inc. to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period seven day or 28-Day 28 day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of outstanding AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar sameafter each Auction will pay a service charge from funds provided by the Fund to each Broker-day funds an amount in cash equal to Dealer on the basis of the purchase price of APS placed by such Broker-Dealer at such Auction. The service charge shall be (i) in the case of any Auction Date immediately preceding a 7seven-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Period, Period the amount determined by mutual consent of the Company Fund and the any such Broker-Dealer or Broker-Dealers pursuant and shall be based upon a selling concession that would be applicable to Section 3.5 an underwriting of fixed or variable rate preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Broker-Dealer Agreements. The Auction Agent shall apply Dividend Period with respect to such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a)Auction. (b) The Company Fund shall not designate any Person to act as a Broker- Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated UBS Warburg LLC to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of the series of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Merrill Lynch, Pierce, Xxxxxx Fenner & Xxxxx Smith Incorporated to act as xxx xx a Broker- Broker-Dealer. (cx) The Auction Xxxxion Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Subject to Section 2.2(a), the Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Payment Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Periodof less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of outstanding AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend PeriodPeriod of one year or more, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day seven day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund (with the consent of [ ], which shall requestnot be unreasonably withheld or delayed) shall request in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds New York Clearing House or similar samenext-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period day or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 50,000, times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. In lieu of making such payment in New York Clearing House or similar next-day funds, the Company may make such payment by noon on the Business Day immediately following the Auction Date in the form of Federal funds or similar same-day funds. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, Dealer without the prior written approval of the Auction Agent, which written approval shall not be withheld unreasonablyunreasonably withheld. The Company may designate an Affiliate or and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent shall from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Dividend Payment Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Periodof less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may Notwithstanding the foregoing, the Fund may, without prior written approval of the Auction Agent, designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated UBS Securities LLC to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a1) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b2) The Company Trust shall not designate any Person to act as a Broker- Broker-Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Trust may designate an Affiliate or Xxxxxxx LynchSalomon Smith Barney, Pierce, Xxxxxx & Xxxxx Incorporated Inc. to act as a Broker- Broker-Dealer. (c3) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d4) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e5) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Dividend Payment Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7seven-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may Notwithstanding the foregoing, the Fund may, without prior written approval of the Auction Agent, designate an any Affiliate of Salomon Smith Barney Inc. or Xxxxxxx Merrill Lynch, Pierce, Xxxxxx Fenner & Xxxxx Incorporated to act as Smith Incxxxxxxxxx xx axx xx a Broker- DealerBroker-Xxxxxx. (cx) The Auction Txx Xxction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds New York Clearing House or similar samenext-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day day Dividend Period, 28-day Dividend Period or 28Short-Day Term Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 50,000, times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Long Term Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. In lieu of making such payment in New York Clearing House or similar next-day funds, the Company may make such payment by noon on the Business Day immediately following the Auction Date in the form of Federal funds or similar same-day funds. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, Dealer without the prior written approval of the Auction Agent, which written approval shall not be withheld unreasonablyunreasonably withheld. The Company may designate an Affiliate or and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent shall from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction DateDate for both series of Preferred Shares, the Company shall pay to the Auction Agent in Federal Funds New York Clearing House or similar samenext-day funds an amount in cash equal to to, (i) in the case of any Auction Date immediately preceding a 7-Day any Dividend Period of 364 days or 28-Day Dividend Periodless, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (B) 1/4 of 1%, times (C) $25,000 50,000, times (D) the sum of the aggregate number of Outstanding shares of AMPS such series of Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Auction Date immediately preceding any Dividend PeriodPeriod of more than 364 days, the amount determined by mutual consent of the Company and the Broker-Dealer or Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys monies as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Subject to Section 2.5(c) hereof, the Auction Agent is hereby authorized by the Company shall not to designate at any time or from time to time any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, Dealer without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonablyCompany. The Company Auction Agent may designate an Affiliate of the Company or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated of itself to act as a Broker- DealerBroker-Dealer subject to Section 2.5(c) hereof. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Notwithstanding Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such no person may act as a Broker-Dealer Agreements as unless such person shall have entered into a Broker-Dealer Agreement with the Company shall requestAuction Agent. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Rate Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Trust shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Trust may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Salomon Smith Barney Inc. xx xxx xx x Bxxxxx-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Broker-Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx LynchMerrxxx Xxxch, Pierce, Xxxxxx Fennxx & Xxxxx Xmitx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-same- day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-28- Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7seven-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Salomon Smith Barney Inc. to act as a Broker- Broker-Dealer. (c) The Auction Agent shall Xxxxxxx Xxxxx xxxxx terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Fund. Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (ed) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day seven day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund (with the consent of UBS Securities LLC, which shall requestnot be unreasonably withheld or delayed) shall request in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a1) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b2) The Company Trust shall not designate any Person to act as a Broker- Broker-Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Dealer. (c3) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d4) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e5) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Trust shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Trust may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx PaineWebber Incorporated to act as a Broker- Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds New York Clearing House or similar samenext-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day day Dividend Period or 28Short-Day Term Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 50,000, times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Long Term Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. In lieu of making such payment in New York Clearing House or similar next-day funds, the Company may make such payment by noon on the Business Day immediately following the Auction Date in the form of Federal funds or similar same-day funds. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, Dealer without the prior written approval of the Auction Agent, which written approval shall not be withheld unreasonablyunreasonably withheld. The Company may designate an Affiliate or and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent shall from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar sameafter each Auction will pay a service charge from funds provided by the Fund to each Broker-day funds an amount in cash equal to Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The service charge shall be (i) in the case of any Auction Date immediately preceding a 7seven-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Period, Period the amount determined by mutual consent of the Company Fund and the any such Broker-Dealer or Broker-Dealers pursuant and shall be based upon a selling concession that would be applicable to Section 3.5 an underwriting of fixed or variable rate preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Broker-Dealer Agreements. The Auction Agent shall apply Dividend Period with respect to such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a)Auction. (b) The Company Fund shall not designate any Person to act as a Broker- Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxx Xxxxxx & Xxxxx Incorporated Inc. to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar sameafter each Auction will pay a service charge from funds provided by the Fund to each Broker-day funds an amount in cash equal to Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The service charge shall be (i) in the case of any Auction Date immediately preceding a 7seven-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Period, Period the amount determined by mutual consent of the Company Fund and the any such Broker-Dealer or Broker-Dealers pursuant and shall be based upon a selling concession that would be applicable to Section 3.5 an underwriting of fixed or variable rate preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Broker-Dealer Agreements. The Auction Agent shall apply Dividend Period with respect to such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a)Auction. (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Sxxxxxx Xxxxx Incorporated Bxxxxx Inc. to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Broker-Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx LynchMerrxxx Xxxch, Pierce, Xxxxxx Fennxx & Xxxxx Incorporated Smitx Xxxorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction DateDate for any series of Preferred Shares, the Company shall Fund shall, with respect to the applicable series, pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7seven-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction of the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Notwithstanding the foregoing, the Fund may designate an Affiliate of the Fund or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall requestdirect in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of 364 days or 28-Day Dividend Periodless, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding APS for which the Auction is conducted and (ii) in the case of any Special Dividend PeriodPeriod of 365 days or more, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7seven-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxx Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day seven day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of outstanding AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Broker- Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Broker-Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a1) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b2) The Company Trust shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Trust may designate an Affiliate or Xxxxxxx LynchSalomon Smith Barney, Pierce, Xxxxxx & Xxxxx Incorporated Inc. to act as a Broker- Broker-Dealer. (c3) The Auction Agent shall Thx Xxxxxxx Xxxnx xxxxl terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d4) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e5) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction DateDate for the Preferred Shares, the Company shall pay to the Auction Agent in Federal Funds New York Clearing House or similar samenext-day funds an amount in cash equal to to, (i) in the case of any Auction Date immediately preceding a 7-Day any Dividend Period of 28 days or 28-Day Dividend Periodless, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (B) 1/4 of 1%, times (C) $25,000 50,000, times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Auction Date immediately preceding any Dividend PeriodPeriod of more than 28 days, the amount determined by mutual consent of the Company and the Broker-Dealer or Broker- Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys monies as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Subject to Section 2.5(c) hereof, the Auction Agent is hereby authorized by the Company shall not to designate at any time or from time to time any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, Dealer without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonablyCompany. The Company Auction Agent may designate an Affiliate of the Company or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated of itself to act as a Broker- DealerBroker-Dealer subject to Section 2.5(c) hereof. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Notwithstanding Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such no person may act as a Broker-Dealer Agreements as unless such person shall have entered into a Broker-Dealer Agreement with the Company shall requestAuction Agent. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a1) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b2) The Company Trust shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Trust may designate an Affiliate or Xxxxxxx LynchXxxxx Xxxxxx, Pierce, Xxxxxx & Xxxxx Incorporated Inc. to act as a Broker- Broker-Dealer. (c3) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d4) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e5) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds New York Clearing House or similar samenext-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day day Dividend Period, 28-day Dividend Period or 28Short-Day Term Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 50,000, times (D) the sum of the aggregate number of Outstanding shares of the series of AMPS for which the Auction is conducted and (ii) in the case of any Special Long Term Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, Dealer without the prior written approval of the Auction Agent, which written approval shall not be withheld unreasonablyunreasonably withheld. The Company may designate an Affiliate or Xxxxxxx and Merrill Lynch, Pierce, Xxxxxx Fenner & Xxxxx Smith Incorporated to act as a Broker- Xxxxxx-Dealer. (c) The Xxx Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent shall from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar sameafter each Auction will pay a service charge from funds provided by the Fund to each Broker-day funds an amount in cash equal to Dealer on the basis of the purchase price of APS placed by such Broker- Dealer at such Auction. The service charge shall be (i) in the case of any Auction Date immediately preceding a 7seven-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Period, Period the amount determined by mutual consent of the Company Fund and the any such Broker-Dealer or Broker-Dealers pursuant and shall be based upon a selling concession that would be applicable to Section 3.5 an underwriting of fixed or variable rate preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Broker-Dealer Agreements. The Auction Agent shall apply Dividend Period with respect to such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a)Auction. (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated UBS Warburg LLC to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of the series of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Merrill Lynch, Pierce, Xxxxxx Fenner & Xxxxx Smith Incorporated to act as a Broker- ax x Xxxker-Dealer. (c) The Auction Xxx Aucxxxx Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Subject to Section 2.2(a), the Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx PaineWebber Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds New York Clearing House or similar samenext-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 50,000, times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. In lieu of making such payment in New York Clearing House or similar next-day funds, the Trust may make such payment by noon on the Business Day immediately following the Auction Date in the form of Federal funds or similar same-day funds. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Trust shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, Dealer without the prior written approval of the Auction Agent, which written approval shall not be withheld unreasonablyunreasonably withheld. The Company Trust may designate an Affiliate or and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d) Subject to Section 2.5(b) hereof, the Auction Agent shall from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a1) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds or similar sameSame-day funds Day Funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b2) The Company Trust shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Dealer. (c3) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d4) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e5) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction DateDividend Payment Date for either series of the DARTS, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds Trust Company an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (Ai) a fraction fraction, the numerator of which is the number of days in such the Dividend Period beginning on the relevant Dividend Payment Date (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, 360 times (Bii) 1/4 of 1%, % times (Ciii) $25,000 100,000 times (Div) the sum of the aggregate number of Outstanding shares of AMPS for which such series of the Auction is conducted and (ii) DARTS then outstanding. The Trust Company shall advise the Company of the amount referred to in the case preceding sentence in respect of any Special such Auction not later than 4:00 P.M. on the Business Day preceding such Dividend Period, the amount determined by mutual consent of the Payment Date. The Trust Company and the Broker-Dealers pursuant to shall apply such monies as set forth in Section 3.5 2.5 of the Broker-Dealer Agreements. The Auction Agent shall apply To the extent that any such moneys as set forth in Section 3.5 of the are not payable to a Broker-Dealer Agreements because Sufficient Clearing Bids did not exist in the relevant Auction and shares of the DARTS therefore continued to be held despite being subject to a Submitted Sell Order, the Trust Company shall thereafter remit repay such money to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a)Company. (b) The Company shall not designate obtain the consent of the Trust Company prior to selecting any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval consent shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Dealerunreasonably withheld. (c) The Auction Agent Trust Company shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent Trust Company shall from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent Trust Company shall maintain a list of Broker-Broker- Dealers.

Broker-Dealers. (a1) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b2) The Company Trust shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Trust may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [ ] to act as a Broker- Dealer. (c3) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d4) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e5) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds New York Clearing House or similar samenext-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day day Dividend Period or 28Short-Day Term Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 50,000, times (D) the sum of the aggregate number of Outstanding shares Shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Long Term Dividend Period, the amount determined by mutual consent of 9 11 the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. In lieu of making such payment in New York Clearing House or similar next-day funds, the Company may make such payment by noon on the Business Day immediately following the Auction Date in the form of Federal funds or similar same-day funds. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, Dealer without the prior written approval of the Auction Agent, which written approval shall not be withheld unreasonablyunreasonably withheld. The Company may designate an Affiliate or Xxxxxxx Lynchand Merrxxx Xxxch, Pierce, Xxxxxx Fennxx & Xxxxx Incorporated Smitx Xxxorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent shall from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Merrill Lynch, Pierce, Xxxxxx Fenner & Xxxxx Smith Incorporated to act as xxx xx a Broker- Broker-Dealer. (cx) The Auction Xxxxion Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Subject to Section 2.2(a), the Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to to (i) in the case of any Auction Date immediately preceding a 28-day Rate Period for Series A AMPS or a 7-Day Dividend day Rate Period or 28-Day Dividend Periodfor Series B AMPS, the product of (A) a fraction the numerator of which is the number of days in such Dividend Rate Period (calculated by counting the first day of such Dividend Rate Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding of that series of Preferred Shares for which the Auction is conducted and and (ii) in the case of any Special Dividend Rate Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer AgreementsAgreement. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements Agreement and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a1) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS APS for which the Auction is conducted and (ii) in the case of any Special Dividend Rate Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b2) The Company Trust shall not designate any Person to act as a Broker- Broker-Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Trust may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [UBS WARBURG LLC] to act as a Broker- Broker-Dealer. (c3) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d4) Subject to Section 2.5(b2.5(2) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements Agreements, as the Company Trust shall request. (e5) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a1) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b2) The Company Trust shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Dealer. (c3) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d4) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e5) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Dividend Payment Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any [Auction Date Date][Dividend Payment Date] immediately preceding a 7-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Rate Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxx Xxxxxx & Xxxxx Incorporated Inc. to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on the Business Day next preceding each Auction Dividend Payment Date, the Company shall pay to deposit with the Auction Agent a service charge to be paid to the Broker-Dealers in Federal Funds or similar same-day funds an amount in cash immediately available or next day funds equal to (i) in the case of any Auction Date immediately preceding a 7-Day Regular Dividend Period Period, or 28-Day Short Term Dividend Period, the product of (A) a fraction fraction, the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times 25,000, and (D) the sum of the aggregate number of Outstanding shares of the AMPS for which the Auction is conducted conducted; and (ii) in the case of any Special Long Term Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys monies as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, Dealer without the prior written approval of the Auction Agent, which written approval shall not be withheld unreasonablyunreasonably withheld. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated affiliate to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent shall from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day 28 day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day seven- day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxx Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction DateDate for each series of Preferred Shares, the Company shall pay to the Auction Agent in Federal Funds New York Clearing House or similar samenext-day funds an amount in cash equal to to, (i) in the case of any Auction Date immediately preceding a 7-Day any Dividend Period of 364 days or 28-Day Dividend Periodless, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 50,000, times (D) the sum of the aggregate number of Outstanding shares of AMPS such series of Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Auction Date immediately preceding any Dividend PeriodPeriod of more than 364 days, the amount determined by mutual consent of the Company and the Broker-Dealer or Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys monies as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Subject to Section 2.5(c) hereof, the Auction Agent is hereby authorized by the Company shall not to designate at any time or from time to time any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, Dealer without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonablyCompany. The Company Auction Agent may designate an Affiliate of the Company or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated of itself to act as a Broker- DealerBroker-Dealer subject to Section 2.5(c) hereof. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Notwithstanding Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such no person may act as a Broker-Dealer Agreements as unless such person shall have entered into a Broker-Dealer Agreement with the Company shall requestAuction Agent. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7seven-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of outstanding AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Broker- Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day seven day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of outstanding AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund (with the consent of Xxxxxxx Xxxxx & Co., which consent shall requestnot be unreasonably withheld or delayed) shall request in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds New York Clearing House or similar samenext-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day day Dividend Period or 28Short-Day Term Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 50,000, times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Long Term Dividend Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. In lieu of making such payment in New York Clearing House or similar next-day funds, the Trust may make such payment by noon on the Business Day immediately following the Auction Date in the form of Federal funds or similar same-day funds. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Trust shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, Dealer without the prior written approval of the Auction Agent, which written approval shall not be withheld unreasonablyunreasonably withheld. The Company Trust may designate an Affiliate or and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d) Subject to Section 2.5(b) hereof, the Auction Agent shall from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7seven-Day Dividend Period or 28-Day day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Dividend Rate Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxx Xxxxxx & Xxxxx Incorporated Inc. to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx LynchMerrxxx Xxxch, Pierce, Xxxxxx Fennxx & Xxxxx Xmitx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of the series of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company shall not designate any Person to act as a Broker- Broker-Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Merrill Lynch, Pierce, Xxxxxx Fenner & Xxxxx Smith Incorporated to act as a Broker- acx xx x Broker-Dealer. (c) The Auction Axxxxxn Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day 28 day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of outstanding AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Dealer.than (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day [_] day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of outstanding AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b) The Company Fund shall not designate any Person to act as a Broker- Broker-Dealer, or permit a an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Fund may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the CompanyFund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a1) Not later than 12:00 noon on each Auction Date, the Company Trust shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding outstanding shares of AMPS APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company Trust and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company Trust any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a). (b2) The Company Trust shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company Trust may designate an Affiliate or Xxxxxxx LynchSalomon Smith Barney, Pierce, Xxxxxx & Xxxxx Incorporated Inc. to act as a Broker- Broker-Dealer. (c3) The Auction Xxx Xxxxxxx Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the CompanyTrust. (d4) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company Trust shall request. (e5) The Auction Agent shall maintain a list of Broker-Dealers.