Common use of Notice of Auction Results Clause in Contracts

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the parties. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares APS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares APS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares APS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares APS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares APS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the such series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the partiestelephone. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the partiesparties of the Auction results. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, of the Auction results and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b). Any delivery or non-delivery of Preferred Shares which represents any departure from the results of an Auction shall not affect the results of the Auction.

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or by other mutually acceptable electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii2.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b2.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d2.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b2.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares APS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares APS in such Auction may deliver to accept delivery from such Person of a number of whole shares of the such series of Preferred Shares APS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares APS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares APS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares APS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares APS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares APS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares APS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares APS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).non-

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Series ___ Preferred Shares, Series ___ Preferred Shares, Series ___ Preferred Shares or Series ___ Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of such Series ___ Preferred Shares, Series ___ Preferred Shares, Series ___ Preferred Shares or Series ___ Preferred Shares, as the case may be, that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of such Series ___ Preferred Shares, Series ___ Preferred Shares, Series ___ Preferred Shares or Series ___ Preferred Shares to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Series ___ Preferred Shares, Series ___ Preferred Shares, Series ___ Preferred Shares or Series ___ Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone telephone, facsimile or other electronic means as acceptable to the partiesparties of the Auction results as set forth in paragraph (a) of the Settlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the partiesotherwise. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).Section

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Benefi- cial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares APS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares APS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares APS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares APS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares APS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).non-

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the partiesparties of the Auction results. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, of the Auction results and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares APS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares APS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares APS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares APS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares APS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(d)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b). Any delivery or non-delivery of APS which represents any departure from the results of an Auction shall not affect the results of the Auction.

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the such series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD BD, by telephone or other electronic means acceptable to the parties, of the results of the Auction. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the such series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-non- delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the partiesparties of the Dividend Rate. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the partiesparties of the Auction results. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, of the Auction results and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b). Any delivery or non-delivery of AMPS which represents any departure from the results of an Auction shall not affect the results of the Auction.

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD provide to Broker-Dealer the notice required by telephone or other electronic means acceptable to paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD Broker-Dealer in writing of the disposition of all Orders submitted by BD Broker-Dealer in the Auction held on such Auction Date.. The Auction Agent, unless instructed otherwise in writing by the Company, is authorized to release the Winning Bid Rate after each Auction for public dissemination (b) BD Broker-Dealer shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD Broker-Dealer has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBroker-Dealer pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred MMP Shares in an Auction fails to deliver such sharesMMP Shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred MMP Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred MMP Shares that is less than the number of shares MMP Shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred MMP Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares MMP Shares shall constitute good delivery. Upon the occurrence of any such failure to deliver sharesMMP Shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred MMP Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD provide to Broker-Dealer the notice required by telephone or other electronic means acceptable to paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD Broker-Dealer in writing of the disposition of all Orders submitted by BD Broker-Dealer in the Auction held on such Auction Date. The Auction Agent, unless instructed otherwise in writing by the Company, is authorized to release the Winning Bid Rate after each auction for public dissemination. (b) BD Broker-Dealer shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD Broker-Dealer has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBroker-Dealer pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred ARP Shares in an Auction fails to deliver such sharesARP Shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred ARP Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred ARP Shares that is less than the number of shares ARP Shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred ARP Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares ARP Shares shall constitute good delivery. Upon the occurrence of any such failure to deliver sharesARP Shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred ARP Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone telephone, facsimile or other electronic means acceptable to the partiesparties of the Auction results as set forth in paragraph (a) of the Settlement Procedures. On By approximately 11:30 A.M. on the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Neither the Fund nor the Auction Agent shall have no any duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares the AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other mutually acceptable electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the such series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii2.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b2.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d2.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b2.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD provide to Broker-Dealer the notice required by telephone or other electronic means acceptable to paragraph (a) of the partiessettlement procedures set forth on Exhibit A hereto (the "Settlement Procedures"). On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD Broker-Dealer in writing of the disposition of all Orders submitted by BD Broker-Dealer in the Auction held on such Auction Date. The Auction Agent, unless instructed otherwise in writing by the Company, is authorized to release the Winning Bid Rate after each Auction for public dissemination. (b) BD Broker-Dealer shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD Broker-Dealer has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBroker-Dealer pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares Tortoise Notes in an Auction fails to deliver such sharesTortoise Notes, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares Tortoise Notes in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares Tortoise Notes that is less than the number of shares Tortoise Notes that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares Tortoise Notes to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares Tortoise Notes shall constitute good delivery. Upon the occurrence of any such failure to deliver sharesTortoise Notes, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares Tortoise Notes which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD BD, by telephone or other electronic means acceptable to the parties, of the results of the Auction. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was were to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e) hereof. The Notwithstanding any provision of the Auction Agent Procedures or of the Settlement Procedures to the contrary, in the event a Broker-Dealer is an Existing Holder with respect to any AMPS and the Auction Procedures provide that a Broker-Dealer shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if the Broker-Dealer fails to submit an Order in that Auction with respect to such shares, a Broker-Dealer shall have no duty or liability to any Person failing to sell such shares pursuant to such a deemed Sell Order if such shares were transferred by the Beneficial Owner thereof without notification of such transfer in compliance with respect to enforcement of this Section 3.4(b)the Auction Procedures.

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify the BD of the results of the Auction by telephone or other electronic means acceptable to through the partiesAuction Agent's auction processing system as set forth in paragraph (a) of the Settlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of on the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased purchase by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon Up on the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD UBS WARBURG by telephone or other electronic means acceptable to of the partiesresults of the Auction. On By approximately 11:30 A.M. on the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD UBS WARBURG in writing of the disposition of all Orders submitted by BD UBS WARBURG in the Auction held on such Auction Date. (b) BD UBS WARBURG shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD UBS WARBURG has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDUBS WARBURG pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means Electronic Means acceptable to the partiesparties of the Auction results. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. The Auction Agent, unless instructed otherwise by the Fund, is authorized (but not required) to release the Auction Rate after each Auction for public dissemination. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, of the Auction results and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b). Any delivery or non-delivery of Preferred Shares which represents any departure from the results of an Auction shall not affect the results of the Auction.

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD provide to Broker-Dealer the notice required by telephone or other electronic means acceptable to paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD Broker-Dealer in writing of the disposition of all Orders submitted by BD Broker-Dealer in the Auction held on such Auction Date. The Auction Agent, unless instructed otherwise in writing by the Company, is authorized to release the Winning Bid Rate after each Auction for public dissemination. (b) BD Broker-Dealer shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD Broker-Dealer has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBroker-Dealer pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares Tortoise Notes in an Auction fails to deliver such sharesTortoise Notes, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares Tortoise Notes in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares Tortoise Notes that is less than the number of shares Tortoise Notes that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares Tortoise Notes to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares Tortoise Notes shall constitute good delivery. Upon the occurrence of any such failure to deliver sharesTortoise Notes, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares Tortoise Notes which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Series T7 Preferred Shares, Series T28 Preferred Shares, Series R7 Preferred Shares or Series R28 Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of such Series T7 Preferred Shares, Series T28 Preferred Shares, Series R7 Preferred Shares or Series R28 Preferred Shares, as the case may be, that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of such Series T7 Preferred Shares, Series T28 Preferred Shares, Series R7 Preferred Shares or Series R28 Preferred Shares to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Series T7 Preferred Shares, Series T28 Preferred Shares, Series R7 Preferred Shares or Series R28 Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone telephone, facsimile or other electronic means as acceptable to the partiesparties of the Auction results as set forth in paragraph (a) of the Settlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares APS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares APS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares APS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares APS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares APS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The . (c) In the event that the Fund has not notified the Auction Agent of the inclusion of Taxable Income in the dividend for the Dividend Period to which such Auction relates prior to the submission of Orders by the Broker-Dealer but elects in accordance to the Statement of Preferences to include an additional amount in the dividend with respect to such Dividend Period as an adjustment with respect to such Taxable Income, the Auction Agent shall have no duty notify the Broker-Dealer of such additional amount and the inclusion of Taxable Income in such dividend and the Broker-Dealer will notify any Beneficial Owner or liability with respect to enforcement Potential Beneficial Owner who will hold Shares as a result of this Section 3.4(b)such Auction of additional amount and Taxable Income.

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the parties. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the such series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii2.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b2.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d2.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b2.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD provide to Broker-Dealer the notice required by telephone or other electronic means acceptable to paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD Broker-Dealer in writing of the disposition of all Orders submitted by BD Broker-Dealer in the Auction held on such Auction Date. (b) BD Broker-Dealer shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD Broker-Dealer has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBroker-Dealer pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such sharesShares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares Shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares Shares shall constitute good delivery. Upon the occurrence of any such failure to deliver sharesShares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares Preferred Shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares Preferred Shares shall constitute good delivery. Upon the occurrence of any such failure to deliver sharesPreferred Shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii2.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b2.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery nondelivery in accordance with the terms of Section 3.3(d2.3(e)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b)2.4.

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares Series F AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares such Series F AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares such Series F AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares Series F AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the partiestelephone. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery nondelivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the such series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the partiesparties of the Auction results as set forth in paragraph (1) of the Settlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder of the Auction results, as set forth in paragraph (2) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b3.5(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).of

Notice of Auction Results. (ai) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (bii) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of such Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of such Preferred Shares to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares Series D AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares such Series D AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares such Series D AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares Series D AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares such AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3 (d) (ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b3.4 (b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3 (d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b3.4 (b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or by other mutually acceptable electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares APS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares APS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares APS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares APS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii2.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b2.4(b), any delivery or non-delivery of shares of any series of Preferred Shares APS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d2.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b2.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(a)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares Series A AMPS, Series B AMPS or Series C AMPS in such Auction may deliver to such Person a number of whole shares of such Series A AMPS, Series B AMPS or Series C AMPS, as the series of Preferred Shares case may be, that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares such Series A AMPS, Series B AMPS or Series C AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares Series A AMPS, Series B AMPS or Series C AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD SSB by telephone or other electronic means acceptable to of the partiesresults of the Auction. On By approximately 11:30 A.M. on the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD SSB in writing of the disposition of all Orders submitted by BD SSB in the Auction held on such Auction Date. (b) BD SSB shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD SSB has submitted an Order, and take such other action as is required of BDSSB. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e) hereof. The Auction Agent Agent, shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD UBS Securities by telephone or other electronic means acceptable to of the partiesresults of the Auction. On By approximately 11:30 A.M. on the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD UBS Securities in writing of the disposition of all Orders submitted by BD UBS Securities in the Auction held on such Auction Date. (b) BD UBS Securities shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD UBS Securities has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDUBS Securities pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the partiesotherwise. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Series T7 Preferred Shares or Series T28 Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of such Series T7 Preferred Shares or Series T28 Preferred Shares, as the case may be, that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of such Series T7 Preferred Shares or Series T28 Preferred Shares to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Series T7 Preferred Shares or Series T28 Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such sharesPreferred Shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares Preferred Shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares Preferred Shares shall constitute good delivery. Upon the occurrence of any such failure to deliver sharesPreferred Shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD provide to Broker-Dealer the notice required by telephone or other electronic means acceptable to paragraph (a) of the partiessettlement procedures set forth on Exhibit A hereto (the "Settlement Procedures"). On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD Broker-Dealer in writing of the disposition of all Orders submitted by BD Broker-Dealer in the Auction held on such Auction Date.. The Auction Agent, unless instructed otherwise in writing by the Company, is authorized to release the Winning Bid Rate after each Auction for public dissemination (b) BD Broker-Dealer shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD Broker-Dealer has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBroker-Dealer pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred MMP Shares in an Auction fails to deliver such sharesMMP Shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred MMP Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred MMP Shares that is less than the number of shares MMP Shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred MMP Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares MMP Shares shall constitute good delivery. Upon the occurrence of any such failure to deliver sharesMMP Shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred MMP Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the partiesparties of the Auction results. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order of the Auction results and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b). Any delivery or non-delivery of Preferred Shares that represents any departure from the results of an Auction shall not affect the results of the Auction.

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or by other mutually acceptable electronic means acceptable to as set forth in paragraph [(a)] of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph [(b)] of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii2.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b2.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d2.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b2.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares APS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares APS in such Auction may deliver to such Person a number of whole shares of the such series of Preferred Shares APS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares APS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares APS which represents any departure from the results of an Auction, as determined 8 9 by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to of the partiesresults of the Auction. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the partiesparties of the Dividend Rate. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Series F28 Preferred Shares or Series F7 Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of such Series F28 Preferred Shares or Series F7 Preferred Shares, as the case may be, that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of such Series F28 Preferred Shares or Series F7 Preferred Shares to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Series F28 Preferred Shares or the Series F7 Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Municipal Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Municipal Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Municipal Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Municipal Preferred Shares to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Municipal Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD provide to Broker-Dealer the notice required by telephone or other electronic means acceptable to paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD Broker-Dealer in writing of the disposition of all Orders submitted by BD Broker-Dealer in the Auction held on such Auction Date. The Auction Agent, unless instructed otherwise in writing by the Company, is authorized to release the Winning Bid Rate after each auction for public dissemination. (b) BD Broker-Dealer shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD Broker-Dealer has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBroker-Dealer pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares Series E Notes in an Auction fails to deliver such sharesSeries E Notes, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares Series E Notes in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares Series E Notes that is less than the number of shares Series E Notes that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares Series E Notes to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares Series E Notes shall constitute good delivery. Upon the occurrence of any such failure to deliver sharesSeries E Notes, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares Series E Notes which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or by other mutually acceptable electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the such series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii2.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b2.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d2.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b2.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Benefi cial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares APS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares APS in such Auction may deliver to such Person a number of whole shares of the such series of Preferred Shares APS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares APS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing forego ing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares APS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares Series G AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares such Series G AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares such Series G AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares Series G AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other mutualy acceptable electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the such series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii2.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b2.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d2.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b2.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD provide to Broker-Dealer the notice required by telephone or other electronic means acceptable to paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD Broker-Dealer in writing of the disposition of all Orders submitted by BD Broker-Dealer in the Auction held on such Auction Date. The Auction Agent, unless instructed otherwise in writing by the Company, is authorized to release the Winning Bid Rate after each auction for public dissemination. (b) BD Broker-Dealer shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD Broker-Dealer has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBroker-Dealer pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares Series ___Notes in an Auction fails to deliver such sharesSeries ___Notes, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares Series ___ Notes in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares Series ___Notes that is less than the number of shares Series ___Notes that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares Series ___Notes to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares Series ___Notes shall constitute good delivery. Upon the occurrence of any such failure to deliver sharesSeries ___Notes, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares Series ___Notes which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Series W7 Preferred Shares, Series W28 Preferred Shares or Series F7 Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of such Series W7 Preferred Shares, Series W28 Preferred Shares or Series F7 Preferred Shares, as the case may be, that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of such Series W7 Preferred Shares, Series W28 Preferred Shares or Series F7 Preferred Shares, to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Series W7 Preferred Shares, Series W28 Preferred Shares or Series F7 Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e) (ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD DEUTSCHE BANK by telephone or other electronic means acceptable to of the partiesresults of the Auction. On By approximately 11:30 A.M. on the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD DEUTSCHE BANK in writing of the disposition of all Orders submitted by BD DEUTSCHE BANK in the Auction held on such Auction Date. (b) BD DEUTSCHE BANK shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD DEUTSCHE BANK has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDDEUTSCHE BANK pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Series W28 Preferred Shares and Series W7 Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of such Series W28 Preferred Shares and Series W7 Preferred Shares, as the case may be, that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of such Series W28 Preferred Shares and Series W7 Preferred Shares to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-non- delivery of shares of any series of Series W28 Preferred Shares and Series W7 Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or by other mutually acceptable electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the such series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Series M28 Preferred Shares or Series M7 Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of such Series M28 Preferred Shares or Series M7 Preferred Shares, as the case may be, that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of such Series M28 Preferred Shares or Series M7 Preferred Shares, to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) [ILLEGIBLE] hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Series M28 Preferred Shares or Series M7 Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone telephone, facsimile or other electronic means as acceptable to the partiesparties of the Auction results as set forth in paragraph (a) of the Settlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The . (c) In the event that the Fund has not notified the Auction Agent of the inclusion of Taxable Income in the dividend for the Dividend Period to which such Auction relates prior to the submission of Orders by the Broker-Dealer but elects in accordance to the Statement of Preferences to include an additional amount in the dividend with respect to such Dividend Period as an adjustment with respect to such Taxable Income, the Auction Agent shall have no duty notify the Broker-Dealer of such additional amount and the inclusion of Taxable Income in such dividend and the Broker-Dealer will notify any Beneficial Owner or liability with respect to enforcement Potential Beneficial Owner who will hold Shares as a result of this Section 3.4(b)such Auction of additional amount and Taxable Income.

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD SSB by telephone or other electronic means acceptable to the partiestelephone. On By approximately 11:30 A.M. on the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD SSB in writing of the disposition of all Orders submitted by BD SSB in the Auction held on such Auction Date. (b) BD SSB shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD SSB has submitted an Order, and take such other action as is required of BDSSB. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the partiesparties of the Auction results. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, of the Auction results and take such other action as is required of BD. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(d)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b). Any delivery or non-delivery of AMPS which represents any departure from the results of an Auction shall not affect the results of the Auction.

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Series F28 Preferred Shares or Series F7 Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of such Series F28 Preferred Shares or the Series F7 Preferred Shares as the case may be, that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of such Series F28 Preferred Shares or the series of Series F7 Preferred Shares to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Series F28 Preferred Shares or the Series F7 Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD provide to Broker-Dealer the notice required by telephone or other electronic means acceptable to paragraph (a) of the partiessettlement procedures set forth on Exhibit A hereto (the “Settlement Procedures”). On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD Broker-Dealer in writing of the disposition of all Orders submitted by BD Broker-Dealer in the Auction held on such Auction Date.. The Auction Agent, unless instructed otherwise in writing by the Company, is authorized to release the Winning Bid Rate after each Auction for public dissemination (b) BD Broker-Dealer shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD Broker-Dealer has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBroker-Dealer pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Tortoise Auction Preferred Shares in an Auction fails to deliver such sharesTortoise Auction Preferred Shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Tortoise Auction Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Tortoise Auction Preferred Shares that is less than the number of shares Tortoise Auction Preferred Shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Tortoise Auction Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares Tortoise Auction Preferred Shares shall constitute good delivery. Upon the occurrence of any such failure to deliver sharesTortoise Auction Preferred Shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Tortoise Auction Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD SSB by telephone or other electronic means acceptable to of the partiesresults of the Auction. On By approximately 11:30 A.M. on the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD SSB in writing of the disposition of all Orders submitted by BD SSB in the Auction held on such Auction Date. (b) BD SSB shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD SSB has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDSSB pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other mutually acceptable electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the such series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares Series H AMPS or Series I AMPS in such Auction may deliver to such Person a number of whole shares of such Series H AMPS or Series I AMPS, as the series of Preferred Shares case may be, that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares such Series H AMPS or Series I AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares Series H AMPS or Series I AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to the partiesparties of the Auction results as set forth in paragraph (1) of the Settlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder of the Auction results, as set forth in paragraph (2) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b3.5(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b3.5(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD provide to Broker-Dealer the notice required by telephone or other electronic means acceptable to paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD Broker-Dealer in writing of the disposition of all Orders submitted by BD Broker-Dealer in the Auction held on such Auction Date. The Auction Agent, unless instructed otherwise in writing by the Company, is authorized to release the Winning Bid Rate after each auction for public dissemination. (b) BD Broker-Dealer shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD Broker-Dealer has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBroker-Dealer pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares Kayne Notes in an Auction fails to deliver such sharesKayne Notes, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares Kayne Notes in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares Kayne Notes that is less than the number of shares Kayne Notes that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares Kayne Notes to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares Kayne Notes shall constitute good delivery. Upon the occurrence of any such failure to deliver sharesKayne Notes, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares Kayne Notes which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares Series E AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares such Series E AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares such Series E AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares Series E AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone telephone, facsimile or other electronic means acceptable to the partiesparties of the Auction results as set forth in paragraph (a) of the Settlement Procedures. On By approximately 11:30 A.M. on the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any such series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the such series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the such series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3 (e) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD each Broker- Dealer that submitted an Order of the duration of and Applicable Rate for the next Dividend Period and, if such Order was a Bid or Sell Order, whether such Bid or Sell Order was accepted or rejected, in whole or in part, by telephone or other electronic means acceptable to the parties. On by 3:00 P.M. By 11:30 A.M. on the Business Day next succeeding such Auction Date, the Auction Agent shall shall, if requested, notify BD in writing by telecopier of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling on whose behalf BD has submitted a Bid or Sell Order that was accepted in whole or in part fails to instruct its Agent Member to deliver shares of any series of Preferred Shares in an Auction fails MAPS against payment therefor, BD shall instruct such Agent Member to deliver to it such shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred Shares in such Auction against payment therefor and BD may deliver to such Person the Potential Holder on behalf of which it submitted a Bid that has been accepted a number of whole shares of the series of Preferred Shares that is less than the number of shares that otherwise was to be purchased by such PersonPotential Holder. In such event, the number of shares of the series of Preferred Shares to be so delivered shall be determined by such Broker-DealerBD in its sole discretion. Delivery of such lesser number of shares of MAPS shall constitute good delivery. Upon the occurrence of any such failure to deliver such shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii2.5(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b2.6(b), any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d2.5(e)(ii) hereof. The Auction Agent shall not have no any duty or liability with respect to enforcement of this Section 3.4(b2.6(b) and neither the Auction Agent nor BD shall have any responsibility or liability with respect to the failure of a Potential Holder or Existing Holder, or its respective Agent Member, to deliver shares or to pay for shares purchased or sold pursuant to an Auction or otherwise. (c) If the number of days comprising a Standard Dividend Period is changed as provided in Article II, Section 2(c) of the Designation, the Auction Agent shall provide BD with a form of notice of such change not later than five days after the receipt of such form of notice by the Auction Agent from the Company. BD shall mail a copy of such notice (at the address specified on such Existing Holder's Master Purchaser's Letter) to each Existing Holder of shares of MAPS which acquired through BD, and, to the knowledge of BD, has not disposed of its shares, at least ten days prior to both (i) the first day of the Dividend Period preceding the Dividend Period for which such change is to be effective (ii) the first day of the first Dividend Period for which such change is to be effective. (d) If the Company has not cured any Failure to Deposit as provided in Article II, Section 2(e) of the Designation by the third Business Day after such Failure to Deposit has occurred, the Auction Agent will promptly notify by telephone (which notification shall be confirmed in writing, which may be by facsimile, by the close of business on the same day) BD, if BD acted on behalf of an Existing Holder (i) that a Failure to Deposit has occurred, (ii) that the Applicable Rate for the Dividend Period commencing on the Business Day following such Failure to Deposit, and each subsequent Dividend Period until such Failure to Deposit has been cured (in each case the Dividend Period shall be a Standard Dividend Period), shall be the Default Rate, (iii) that the Dividend Period shall be a Standard Dividend Period and (iv) that Auctions will not be held until such Failure to Deposit has been cured in accordance with the Designation. (e) Following the receipt by BD from the Auction Agent of telephonic and written notice of the Company's cure of a Failure to Deposit and the scheduling of a new Auction with respect to a series of MAPS, BD shall, in accordance with its customary procedures and practice of communicating with its customers, promptly, and, prior to the Submission Deadline for the new Auction, notify (i) each Person that has purchased one or more shares of such series of MAPS from or through BD and, to BD's knowledge, remains at the time an Existing Holder of any such shares of MAPS on such Auction Date and (ii) each Person contacted by BD for purposes of the Auction prior to the Failure to Deposit, that there will be a new Auction and the date of such Auction. (f) If the Company delivers to the Auction Agent a Notice of Redemption in the form of Exhibit C to the Auction Agent Agreement, the Auction Agent shall send, by first class or air mail, postage prepaid, or facsimile, such Notice of Redemption to each Existing Holder as listed in its registry, the Securities Depositary and each Broker-Dealer not fewer than 15 nor more than 45 days prior to the redemption date. Promptly after receipt of any such Notice of Redemption, BD shall notify by telephone (at a telephone number specified in such Existing Holder's Master Purchaser's Letter) each holder of MAPS who acquired MAPS through BD and, to the knowledge of BD, who has not disposed of its MAPS and each Potential Holder which BD contacted in connection with any Auction after receipt of such notice of the contents of such notice.

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares APS in an Auction fails to deliver such shares, the Broker-Dealer of BD or any Person that was to have purchased shares of any series of Preferred Shares APS in such Auction may deliver to such Person a number of whole shares of the series of Preferred Shares APS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares APS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares APS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery nondelivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD by telephone or other electronic means acceptable to as set forth in paragraph (a) of the partiesSettlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date. (b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order, Order as set forth in paragraph (b) of the Settlement Procedures and take such other action as is required of BDBD pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred Shares AMPS in an Auction fails to deliver such shares, the Broker-Dealer BD of any Person that was to have purchased shares of any series of Preferred Shares AMPS in such Auction may deliver to such Person Person, a number of whole shares of the series of Preferred Shares such AMPS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred Shares AMPS to be so delivered shall be determined by such Broker-DealerBD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such Broker-Dealer BD shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii3.3(e)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred Shares AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d3.3(e) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

Notice of Auction Results. (a) On each Auction Date, the Auction Agent shall notify BD provide to Broker-Dealer the notice required by telephone or other electronic means acceptable to paragraph (a) of the partiessettlement procedures set forth on Exhibit A hereto (the “Settlement Procedures”). On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD Broker-Dealer in writing of the disposition of all Orders submitted by BD Broker-Dealer in the Auction held on such Auction Date.. The Auction Agent, unless instructed otherwise in writing by the Company, is authorized to release the Winning Bid Rate after each Auction for public dissemination (b) BD Broker-Dealer shall notify each Beneficial Owner, Owner or Potential Beneficial Owner, Existing Holder or Potential Holder Owner on whose behalf BD Broker-Dealer has submitted an OrderOrder as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BDBroker-Dealer pursuant to the Settlement Procedures. If any Beneficial Owner or Existing Holder selling shares of any series of Preferred MMP Shares in an Auction fails to deliver such sharesMMP Shares, the Broker-Dealer of any Person that was to have purchased shares of any series of Preferred MMP Shares in such Auction may deliver to such Person a number of whole shares of the series of Preferred MMP Shares that is less than the number of shares MMP Shares that otherwise was to be purchased by such Person. In such event, the number of shares of the series of Preferred MMP Shares to be so delivered shall be determined by such Broker-Dealer. Delivery of such lesser number of shares MMP Shares shall constitute good delivery. Upon the occurrence of any such failure to deliver sharesMMP Shares, such Broker-Dealer shall deliver to the Auction Agent the notice required by Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of Preferred MMP Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).