Common use of Broker-Dealers Clause in Contracts

Broker-Dealers. (a) On each Interest Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company pay to each Broker-Dealer, a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Period (calculated by counting the first day of such 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 Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Dealer shall be considered to have placed a particular Tortoise Note at any particular Auction for purposes of this Section 2.5(a).

Broker-Dealers. (a) On each Interest Dividend Payment Date immediately succeeding the Auction Date, the Auction Agent shall, promptly after its receipt of funds from the Company Company, pay to each Broker-Dealer, Dealer a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Dividend Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Dividend Period (calculated by counting the first day of such Rate Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 ¼ of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Tortoise Notes MMP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Dividend Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes MMP Shares shall be placed by a Broker-Dealer if such notes shares were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order Order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Broker-Dealer shall be considered to have placed a particular Tortoise Note MMP Share at any particular Auction for purposes of this Section 2.5(a).

Broker-Dealers. (a) On each Interest Dividend Payment Date immediately succeeding the Auction Date, the Auction Agent shall, promptly after its receipt of funds from the Company Company, pay to each Broker-Dealer, Dealer a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Dividend Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Dividend Period (calculated by counting the first day of such Rate 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 Tortoise Notes MMP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Dividend Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes MMP Shares shall be placed by a Broker-Dealer if such notes shares were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order Order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Broker-Dealer shall be considered to have placed a particular Tortoise Note MMP Share at any particular Auction for purposes of this Section 2.5(a).

Broker-Dealers. (a) On each Interest Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company Company, pay to each Broker-Dealer, Dealer a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Period (calculated by counting the first day of such 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 $25,000 principal amount increments of Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order Order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Broker-Dealer shall be considered to have placed a particular Tortoise Note at any particular Auction for purposes of this Section 2.5(a).

Broker-Dealers. (a) On each Interest Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company Company, pay to each Broker-Dealer, Dealer a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Period (calculated by counting the first day of such Rate Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 ¼ of 1%, times (C) $25,000 times (D) the sum of the aggregate number of $25,000 principal amount increments of Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order Order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Broker-Dealer shall be considered to have placed a particular Tortoise Note at any particular Auction for purposes of this Section 2.5(a).

Broker-Dealers. (a) On each Interest Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company Company, pay to each Broker-Dealer, Dealer a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Period (calculated by counting the first day of such Rate Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 ¼ of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order Order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Dealer shall be considered to have placed a particular Tortoise Note at any particular Auction for purposes of this Section 2.5(a).

Broker-Dealers. (a) On Not later than 3:00 p.m. on each Interest Dividend Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company each Auction will pay to each Broker-Dealer, from trusts provided by the Company, a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Dividend Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Dividend Period (calculated by counting the first day of such Rate 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 Tortoise Notes AMP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Dividend Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes AMP Shares shall be placed by a Broker-Dealer if such notes shares were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Dealer shall be considered to have placed a particular Tortoise Note at any particular Auction for purposes of this Section 2.5(a).a

Broker-Dealers. (a) On Not later than 3:00 p.m. on each Interest Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company each Auction will pay to each Broker-Dealer, from funds provided by the Company, a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Period of less than one year, the product of (A) a fraction fraction, the numerator of which is the number of days in the Rate Period (calculated by counting the first day of such 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 Tortoise Series ___Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Series ___Notes shall be placed by a Broker-Dealer if such notes were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Broker-Dealer shall be considered to have placed a particular Tortoise Series ___Note at any particular Auction for purposes of this Section 2.5(a).

Broker-Dealers. (a) On each Interest Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company pay to each Broker-Dealer, a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Period (calculated by counting the first day of such Rate Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 ¼ of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Dealer shall be considered to have placed a particular Tortoise Note at any particular Auction for purposes of this Section 2.5(a).

Broker-Dealers. (a) On each Interest Dividend Payment Date immediately succeeding the Auction Date, the Auction Agent shall, promptly after its receipt of funds from the Company Company, pay to each Broker-Dealer, Dealer a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Dividend Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Dividend Period (calculated by counting the first day of such Rate Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 ¼ of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Tortoise Notes Auction Preferred Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Dividend Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes Auction Preferred Shares shall be placed by a Broker-Dealer if such notes shares were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order Order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Broker-Dealer shall be considered to have placed a particular Tortoise Note Auction Preferred Share at any particular Auction for purposes of this Section 2.5(a).

Broker-Dealers. (a) On each Interest Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company pay to each Broker-Dealer, a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Period (calculated by counting the first day of such 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 Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Broker-Dealer shall be considered to have placed a particular Tortoise Note at any particular Auction for purposes of this Section 2.5(a).

Broker-Dealers. (a) On each Interest Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company Company, pay to each Broker-Dealer, a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Period (calculated by counting the first day of such 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 Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Dealer shall be considered to have placed a particular Tortoise Note at any particular Auction for purposes of this Section 2.5(a).

Broker-Dealers. (a) On Not later than 3:00 p.m. on each Interest Dividend Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company each Auction will pay to each Broker-Dealer, from funds provided by the Fund, a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Dividend Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Dividend Period (calculated by counting the first day of such Rate 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 Tortoise Notes Preferred Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company Fund and the Broker-Dealers in the case of any Auction immediately preceding a Rate Dividend Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes Preferred Shares shall be placed by a Broker-Dealer if such notes shares were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Dealer shall be considered to have placed a particular Tortoise Note at any particular Auction for purposes of this Section 2.5(a).a

Broker-Dealers. (a) On each Interest Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company Company, pay to each Broker-Dealer, Dealer a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Period (calculated by counting the first day of such 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 Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order Order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Dealer shall be considered to have placed a particular Tortoise Note at any particular Auction for purposes of this Section 2.5(a).

Broker-Dealers. (a) On Not later than 3:00 p.m. on each Interest Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company each Auction will pay to each Broker-Dealer, from funds provided by the Company, a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Period of less than one year, the product of (A) a fraction fraction, the numerator of which is the number of days in the Rate Period (calculated by counting the first day of such 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 Tortoise Series E Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Series E Notes shall be placed by a Broker-Dealer if such notes were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Broker-Dealer shall be considered to have placed a particular Tortoise Series E Note at any particular Auction for purposes of this Section 2.5(a).

Broker-Dealers. (a) On Not later than 3:00 p.m. on each Interest Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company each Auction will pay to each Broker-Dealer, from funds provided by the Company, a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Period (calculated by counting the first day of such 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 Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Dealer shall be considered to have placed a particular Tortoise Note at any particular Auction for purposes of this Section 2.5(a).only

Broker-Dealers. (a) On Not later than 3:00 p.m. on each Interest Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company each Auction will pay to each Broker-Dealer, from funds provided by the Company, a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Period of less than one year, the product of (A) a fraction fraction, the numerator of which is the number of days in the Rate Period (calculated by counting the first day of such 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 Tortoise Kayne Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Kayne Notes shall be placed by a Broker-Dealer if such notes were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Broker-Dealer shall be considered to have placed a particular Tortoise Kxxxx Xxxxxxxx Note at any particular Auction for purposes of this Section 2.5(a).

Broker-Dealers. (a) On each Interest Dividend Payment Date, the Auction Agent shall, promptly after its receipt of funds from the Company Company, pay to each Broker-Dealer, a service charge in the amount equal to: (i) in the case of any Auction immediately preceding a Rate Dividend Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in the Rate Dividend Period (calculated by counting the first day of such Rate Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 ¼ of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Tortoise Notes MMP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealers in the case of any Auction immediately preceding a Rate Dividend Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes MMP Shares shall be placed by a Broker-Dealer if such notes shares were (1) the subject of Hold Orders deemed to have been submitted to the Auction Agent by the Broker-Dealer and were acquired by the Broker-Dealer for its own account or were acquired by the Broker-Dealer for its customers who are Beneficial Owners or (2) the subject of an order submitted by the Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Broker-Dealer shall be considered to have placed a particular Tortoise Note MMP Share at any particular Auction for purposes of this Section 2.5(a).