Common use of Preparation for Each Auction Clause in Contracts

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred Shares. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in clause (vii) of paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD promptly shall notify customers of BD that BD believes are Beneficial Owners of shares of AMPS of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD promptly shall notify customers of BD that BD believes are Beneficial Owners of shares of APS of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Trust; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares APS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Sharesany series of MuniPreferred, the Auction Agent for such series shall advise BD the Broker-Dealers for such series by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate therefor and the Reference Rate(s) and Treasury Note Rate(s), as the case may be, used in effect determining such Maximum Rate. (b) In the event that any Auction Date for any series of MuniPreferred shall be changed after the Auction Agent for such series has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, such Auction Agent, by such means as such Auction Agent deems practicable, shall give notice of such change to BD, if it is a Broker-Dealer for such series, not later than the earlier of 9:15 A.M. on such the new Auction Date or 9:15 A.M. on the old Auction Date. (bc) The For purposes of maintaining its list of Existing Holders, the Auction Agent for any series of MuniPreferred from time to time may, but shall not be obligated to, may request BD any Broker-Dealer to provide it such Auction Agent with a list of the respective customers BD Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of each such series of Preferred SharesMuniPreferred such Broker-Dealer believes are owned by such Person. BD shall comply with any such requestrequest relating to a series of MuniPreferred in respect of which BD was named a Broker-Dealer, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, so provided by BD and shall not disclose any such information so provided by BD to any Person other than the Fund and BD. (d) BD agrees to maintain a Fund; list of customers relating to a series of MuniPreferred and to use its best efforts, subject to existing laws and regulations, to contact the customers on such information list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. Nothing herein shall not require BD to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of MuniPreferred shall be used by conclusive and binding on BD. BD may inquire of the Auction Agent or its officers, employees, agents or representatives between 3:00 P.M. on the Business Day preceding an Auction for any purpose other than shares of a series of MuniPreferred and 9:30 A.M. on the Auction Date for such purposes as are described herein; provided, however, that Auction to ascertain the number of shares of such series in respect of which the Auction Agent reserves the right and is authorized has determined BD to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.an

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD promptly shall notify customers of BD that BD believes are Beneficial Owners of Preferred Shares of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred Shares. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred Shares. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described hereinherein or in the Auction Agency Agreement; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall use commercially reasonable efforts to prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; providedPROVIDED, howeverHOWEVER, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Sharesany series of MuniPreferred, the Auction Agent for such series shall advise BD the Broker-Dealers for such series by telephone or other electronic means of communication acceptable to the parties of the maximum Rate therefor and the Reference Rate(s) and Treasury Note Rate(s), as the case may be, used in determining such Maximum Rate Rate. (b) In the event that any Auction Date for any series of MuniPreferred shall be changed after the Auction Agent for such series has given the notice referred to in effect clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, such Auction Agent, by such means as such Auction Agent deems practicable, shall give notice of such change to BD, if it is a Broker-Dealer for such series, not later than the earlier of 9:15 A.M. on such the new Auction Date or 9:15 A.M. on the old Auction Date. (bc) The For purposes of maintaining its list of Existing Holders, the Auction Agent for any series of MuniPreferred from time to time may, but shall not be obligated to, may request BD any Broker-Dealer to provide it such Auction Agent with a list of the respective customers BD Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners owners as a result of the most recent Auction and with respect to each such Person, the number of shares of each such series of Preferred SharesMuniPreferred such Broker-Dealer believes are owned by such Person. BD shall comply with any such requestrequest relating to a series of MuniPreferred in respect of which BD was named a Broker-Dealer, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, so provided by BD and shall not disclose any such information so provided by BD to any Person other than the Fund and BD. (d) BD agrees to maintain a Fund; list of customers relating to a series of MuniPreferred and to use its best efforts, subject to existing laws and regulations, to contact the customers on such information list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial owner, for the purposes set forth in the Auction Procedures. Nothing herein shall not require BD to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of MuniPreferred shall be used by conclusive and binding on BD. BD may inquire of the Auction Agent or its officers, employees, agents or representatives between 3:00 P.M. on the Business Day preceding an Auction for any purpose other than shares of a series of MuniPreferred and 9:30 A.M. on the Auction Date for such purposes as are described herein; provided, however, that Auction to ascertain the number of shares of such series in respect of which the Auction Agent reserves the right and is authorized has determined BD to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.an

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred SharesDate, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable means, to be confirmed in writing by the parties Auction Agent, of the Maximum Rate in effect on such Auction DateRate, Reference Rate(s) and Treasury Note Rate(s). (b) The BD shall cause the Maximum Rate to be communicated as promptly as practicable to its customers who hold or may be interested in acquiring AMPS. (c) If required by applicable law, or requested by the Auction Agent from time to time mayAgent, but BD shall not be obligated to, request BD to provide it with a list of the respective customers BD Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of shares of each series of Preferred Sharesthe most recent Auction to the Auction Agent promptly after any date so requested by the Auction Agent. BD shall comply with any such request, and the The Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fund; and such information shall not be used by the Auction Agent or its officersother parties hereto, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, provided that the Auction Agent each reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory bodyregulatory, judicial or quasi-judicial agency or authority having the authority to compel such disclosureagency, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (d) BD agrees to maintain a list of customers relating to the AMPS and to use its best efforts, subject to existing laws and regulations, to contact the customers on such list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. In Nothing herein shall require BD to submit an Order for any customer in any Auction. (e) The Auction Agent’s registry of Existing Holders of shares of the event that AMPS shall be conclusive and binding on BD. BD may inquire of the Auction Agent is required to disclose information in accordance with between 3:00 P.M. on the foregoing sentence, it shall provide written notice Business Day preceding an Auction for shares of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms a series of AMPS and 9:30 A.M. on the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners Date for such Auction to ascertain the number of shares of each such series in respect of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and which the Auction Agent shall prevent has determined BD to be an Existing Holder. If BD believes it is the transmission Existing Holder of fewer shares of such information to others and shall cause its officers, employees, agents and representatives to abide series than specified by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officersin response to BD’s inquiry, employees, agents or representatives after they have left the employ of BD may so inform the Auction AgentAgent of that belief. BD shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD’s inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred MMP Shares, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of MMP Shares of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated have no obligation to, request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred MMP Shares. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) it is advised by its counsel that failure to do so would could expose the Auction Agent to loss, liability, claim, claim or damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred MMP Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this AgreementAgreement and to the Company, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD promptly shall notify customers of BD that BD believes are Beneficial Owners of shares of APS of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares APS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred SharesTortoise Notes, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the settlement procedures set forth on Exhibit A hereto (the "Settlement Procedures"), the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of Tortoise Notes of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated have no obligation to, request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred SharesTortoise Notes. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) it is advised by its counsel that failure to do so would could expose the Auction Agent to loss, loss liability, claim, claim or damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred Shares Tortoise Notes and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD promptly shall notify customers of BD that BD believes are Beneficial Owners of Preferred Shares of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred Shares. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Dividend Rate in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described hereinherein or in the Auction Agency Agreement; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares APS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall use commercially reasonable efforts to prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; providedPROVIDED, howeverHOWEVER, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD promptly shall notify customers of BD that BD believes are Beneficial Owners of shares of APS of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Trust; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares APS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate, and the Reference Rate used to determine the Maximum Rate, in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred Shares. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described hereinherein or in the Auction Agency Agreement; providedPROVIDED, howeverHOWEVER, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall use commercially reasonable efforts to prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; providedPROVIDED, howeverHOWEVER, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives that occur after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described hereinherein or in the Auction Agency Agreement; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall use commercially reasonable efforts to prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; providedPROVIDED, howeverHOWEVER, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred ARP Shares, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the settlement procedures set forth on Exhibit A hereto (the “Settlement Procedures”), the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of ARP Shares of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated have no obligation to, request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred ARP Shares. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, disclosure or (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to itunlawful. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred ARP Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares AMPS based upon inquiries of each series those Persons such Broker-Dealer reasonably believes are Beneficial Owners as of Preferred Sharesthe most recent Auction. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to itunlawful. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that . (c) BD may inquire of the Auction Agent shall have no responsibility or liability between 3:00 P.M. on the Business Day preceding an Auction for the actions shares of any of its officers, employees, agents or representatives after they have left the employ of AMPS and 9:30 A.M. on the Auction AgentDate for such Auction to ascertain the number of AMPS in respect of which the Auction Agent has determined BD to be an Existing Holder. If BD believes it is the Existing Holder of fewer AMPS than specified by the Auction Agent in response to BD’s inquiry, BD may so inform the Auction Agent of that belief. BD shall not, in its capacity as an Existing Holder of AMPS, submit Orders in such Auction in respect of AMPS covering in the aggregate more than the number of AMPS specified by the Auction Agent in response to BD’s inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred SharesDate, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable means, to be confirmed in writing by the parties Auction Agent, of the Maximum Rate in effect on such Auction DateRate, Reference Rate(s) and Treasury Index Rate(s). (b) The BD shall cause the Maximum Rate to be communicated as promptly as practicable to its customers who hold or may be interested in acquiring AMPS. (c) If required by applicable law, or requested by the Auction Agent from time to time mayAgent, but BD shall not be obligated to, request BD to provide it with a list of the respective customers BD Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of shares of each series of Preferred Sharesthe most recent Auction to the Auction Agent promptly after any date so requested by the Auction Agent. BD shall comply with any such request, and the The Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fund; and such information shall not be used by the Auction Agent or its officersother party hereto, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, provided that the Auction Agent each reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory bodyregulatory, judicial or quasi-judicial agency or authority having the authority to compel such disclosureagency, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (d) BD agrees to maintain a list of customers relating to a series of AMPS and to use its best efforts, subject to existing laws and regulations, to contact the customers on such list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. In the event that Nothing herein shall require BD to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of AMPS shall be conclusive and binding on BD. BD may inquire of the Auction Agent is required to disclose information in accordance with between 3:00 P.M. on the foregoing sentence, it shall provide written notice Business Day preceding an Auction for shares of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms a series of AMPS and 9:30 A.M. on the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners Date for such Auction to ascertain the number of shares of each such series in respect of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and which the Auction Agent shall prevent has determined BD to be an Existing Holder. If BD believes it is the transmission Existing Holder of fewer shares of such information to others and shall cause its officers, employees, agents and representatives to abide series than specified by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officersin response to BD's inquiry, employees, agents or representatives after they have left the employ of BD may so inform the Auction AgentAgent of that belief. BD shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD's inquiry.

Preparation for Each Auction. (a) If prior to any Auction Date the Auction Agent advises the Broker-Dealer that a portion of the dividend with respect to the next succeeding Dividend Period will include Taxable Income (as such term is defined in the Statement of Preferences), the Broker Dealer will advise the Beneficial Owners and Potential Holders of the estimated portion of such dividend that will constitute Taxable Income. (b) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred SharesAPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Rate in effect on such Auction Date. (bc) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, BD promptly shall notify customers of BD that BD believes are Beneficial Owners of APS of such change in the Auction Date. (d) The Auction Agent from time to time may, but shall not be obligated required to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares APS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate and the Reference Rate(s) in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage damage, or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares AMPS based upon inquiries of each series those Persons such Broker-Dealer reasonably believes are Beneficial Owners as of Preferred Sharesthe most recent Auction. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to itunlawful. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that . (c) BD may inquire of the Auction Agent shall have no responsibility or liability between 3:00 P.M. on the Business Day preceding an Auction for the actions shares of any of its officers, employees, agents or representatives after they have left the employ of AMPS and 9:30 A.M. on the Auction AgentDate for such Auction to ascertain the number of AMPS in respect of which the Auction Agent has determined BD to be an Existing Holder. If BD believes it is the Existing Holder of fewer AMPS than specified by the Auction Agent in response to BD's inquiry, BD may so inform the Auction Agent of that belief. BD shall not, in its capacity as an Existing Holder of AMPS, submit Orders in such Auction in respect of AMPS covering in the aggregate more than the number of AMPS specified by the Auction Agent in response to BD's inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred MMP Shares, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the settlement procedures set forth on Exhibit A hereto (the "Settlement Procedures"), the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of MMP Shares of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated have no obligation to, request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred MMP Shares. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) it is advised by its counsel that failure to do so would could expose the Auction Agent to loss, liability, claim, claim or damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred MMP Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in clause (vii) of paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD shall promptly notify customers of BD that BD believes are Existing Holders of shares of AMPS of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners Existing Holders of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Trust; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners Existing Holders of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such information for the purposes of acting in accordance with this Agreement, Agreement and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent. (d) The Auction Agent is not required to accept the Purchaser's Letter for any Potential Holder for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding such Auction.

Preparation for Each Auction. (a) Not later than 9:30 A.M. 10:30 a.m. on each Auction Date for the Preferred SharesTortoise Notes, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of Tortoise Notes of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated have no obligation to, request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred SharesTortoise Notes. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) it is advised by its counsel that failure to do so would could expose the Auction Agent to loss, loss liability, claim, claim or damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred Shares Tortoise Notes and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this AgreementAgreement and to the Company, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD the Broker-Dealers for Preferred Shares by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate therefor and the "AA" Financial Composite Commercial Paper Rate(s) and Treasury Rate(s), as the case may be, used in effect determining such Maximum Rate. (b) In the event that any Auction Date shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to SSB not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, SSB shall promptly notify customers of SSB that SSB believes are Existing Holders of Preferred Shares of such change in the Auction Date. (bc) The Auction Agent from time to time may, but shall not be obligated to, may request BD the Broker-Dealers to provide it the Auction Agent with a list of the their respective customers BD believes that such Broker-Dealers believe are Beneficial Owners Existing Holders of shares of each series of Preferred Shares. BD SSB shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, so provided by SSB and shall not disclose any such information so provided by SSB to any Person other than a Fund; the Company and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicableSSB. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD SSB believes are Beneficial Owners of shares of each series Existing Holders of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, Agreement and the Auction Agent shall use its reasonable efforts to prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent. (d) SSB agrees to maintain a list of Potential Holders and to use its best efforts, subject to existing laws and regulations, to contact the Potential Holders on such list whom SSB believes may be interested in participating in such Auction on each Auction Date for the purposes set forth in the Auction Procedures. Nothing herein shall require SSB to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of Preferred Shares shall be conclusive and binding on SSB. SSB may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of Preferred Shares and 9:30 A.M. on the Auction Date for such Auction to ascertain the number of shares in respect of which the Auction Agent has determined SSB to be an Existing Holder. If SSB believes it is the Existing Holder of fewer shares than specified by the Auction Agent in response to SSB's inquiry, SSB may so inform the Auction Agent of that belief. SSB shall not, in its capacity as Existing Holder of shares, submit Orders in such Auction in respect of shares covering in the aggregate more than the number of shares specified by the Auction Agent in response to SSB's inquiry. (f) The Auction Agent is not required to accept the Master Purchaser's Letter of any Potential Holder who wishes to submit a Bid for the first time in an Auction or of any Potential Holder or Existing Holder who wishes to amend its Master Purchaser's Letter intending that such amendment is to take effect with respect to such Auction unless such letter or amendment is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred SharesTortoise Notes, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of Tortoise Notes of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated have no obligation to, request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred SharesTortoise Notes. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) it is advised by its counsel that failure to do so would could expose the Auction Agent to loss, loss liability, claim, claim or damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred Shares Tortoise Notes and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this AgreementAgreement and to the Company, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in clause (vii) of paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD promptly shall notify customers of BD that BD believes are Beneficial Owners of shares of AMPS of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (ai) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (bii) it is advised by its counsel that its failure to do so would be unlawful or (ciii) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives in the Corporate and Agency Group, who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent. (d) The provisions contained in paragraph 2 of the Articles/Certificates concerning the notification of a Special Dividend Period will be followed by the Auction Agent and BD, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the settlement procedures set forth on Exhibit A hereto (the "Settlement Procedures"), the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of AMPS of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred SharesAMPS. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, disclosure or (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to itunlawful. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. 10:30 a.m. on each Auction Date for the Preferred MMP Shares, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of MMP Shares of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated have no obligation to, request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred MMP Shares. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) it is advised by its counsel that failure to do so would could expose the Auction Agent to loss, liability, claim, claim or damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred MMP Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this AgreementAgreement and to the Company, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions. (d) If either of the Company or the Broker-Dealer requests that the Auction Agent reconcile the number of MMP Shares for which a Broker-Dealer is listed as the Broker-Dealer in the MMP Share Register maintained by the Auction Agent pursuant to Section 2.2(e) of the Auction Agreement with the records of the Broker-Dealers, the Auction Agent may, but shall not be required to, perform such reconciliation with the consent of the Company. Any such reconciliation shall be based upon information provided by the Broker-Dealers and/or the Securities Depository. If the Auction Agent requires information from the Securities Depository in order to perform such reconciliation, the Company shall request such information from the Securities Depository or authorize the Auction Agent to request and obtain such information from the Securities Depository. The fees for services rendered and expenses (including any charges of the Securities Depository) incurred by the Auction Agent in performing any such reconciliation shall be paid by the Company; provided, however, that if such reconciliation was requested by a Broker-Dealer, such fees and expenses shall be paid by such Broker-Dealer. If as a result of any such reconciliation a discrepancy is discovered between the records of the Broker-Dealers and the MMP Share Register maintained by the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ pursuant to Section 2.2(e) of the Auction Agreement, such stock register shall be adjusted to conform to the records of the Broker-Dealers. If as a result of such reconciliation it is discovered that there are MMP Shares for which no Broker-Dealer has made known to the Auction Agent a Securities Depository participant account, such MMP Shares will be reflected in the MMP Share Register maintained by the Auction Agent pursuant to Section 2.2(e) of the Auction Agreement as belonging to Xxxxxx Brothers Inc. The result of any reconciliation shall be final and binding upon the Company, the Broker-Dealers and the Auction Agent, absent manifest error; and, in no event, shall the Auction Agent incur any liability for any determination or adjustment made in connection with any reconciliation hereunder.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in clause (vii) of paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date or later than 9:15 A.M. on the old Auction Date. Thereafter, BD shall promptly notify customers of BD that BD believes are Existing Holders of shares of AMPS of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners Existing Holders of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; provided that the Auction Agent reserves the right to disclose any such information if it is advised by its counsel that its failure to do so would (i) be unlawful or (ii) expose it to liability unless the Company or BD shall have offered indemnification satisfactory to the Auction Agent; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners Existing Holders of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such information for the purposes of acting in accordance with this Agreement, Agreement and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent. (d) The Auction Agent is not required to accept the Purchaser's Letter for any Potential Holder for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding such Auction.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the settlement procedures set forth on Exhibit A hereto (the "Settlement Procedures"), the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of Shares of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred Shares. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, disclosure or (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to itunlawful. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred SharesKayne Notes, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the settlement procedures set forth on Exhibit A hereto (the “Settlement Procedures”), the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of Kayne Notes of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated have no obligation to, request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred SharesKayne Notes. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, disclosure or (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to itunlawful. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred Shares Kayne Notes and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Dividend Rate in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAMPS. BD shall comply with any such requestrequest to the extent permitted by law, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described hereinherein or in the Auction Agency Agreement; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall use commercially reasonable efforts to prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. 10:30 a.m. on each Auction Date for the Tortoise Auction Preferred Shares, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of Tortoise Auction Preferred Shares of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated have no obligation to, request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Tortoise Auction Preferred Shares. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) it is advised by its counsel that failure to do so would could expose the Auction Agent to loss, liability, claim, claim or damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Tortoise Auction Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this AgreementAgreement and to the Company, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions. (d) If either of the Company or the Broker-Dealer requests that the Auction Agent reconcile the number of Tortoise Auction Preferred Shares for which a Broker-Dealer is listed as the Broker-Dealer in the Tortoise Auction Preferred Share Register maintained by the Auction Agent pursuant to Section 2.2(e) of the Auction Agreement with the records of the Broker-Dealers, the Auction Agent may, but shall not be required to, perform such reconciliation with the consent of the Company. Any such reconciliation shall be based upon information provided by the Broker-Dealers and/or the Securities Depository. If the Auction Agent requires information from the Securities Depository in order to perform such reconciliation, the Company shall request such information from the Securities Depository or authorize the Auction Agent to request and obtain such information from the Securities Depository. The fees for services rendered and expenses (including any charges of the Securities Depository) incurred by the Auction Agent in performing any such reconciliation shall be paid by the Company; provided, however, that if such reconciliation was requested by a Broker-Dealer, such fees and expenses shall be paid by such Broker-Dealer. If as a result of any such reconciliation a discrepancy is discovered between the records of the Broker-Dealers and the Tortoise Auction Preferred Share Register maintained by the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ pursuant to Section 2.2(e) of the Auction Agreement, such stock register shall be adjusted to conform to the records of the Broker-Dealers. If as a result of such reconciliation it is discovered that there are Tortoise Auction Preferred Shares for which no Broker-Dealer has made known to the Auction Agent a Securities Depository participant account, such Tortoise Auction Preferred Shares will be reflected in the Tortoise Auction Preferred Share Register maintained by the Auction Agent pursuant to Section 2.2(e) of the Auction Agreement as belonging to [Broker-Dealer]. The result of any reconciliation shall be final and binding upon the Company, the Broker-Dealers and the Auction Agent, absent manifest error; and, in no event, shall the Auction Agent incur any liability for any determination or adjustment made in connection with any reconciliation hereunder.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesDate, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate Auction Rate, the Maximum Rate, the Maximum Interest Rate, the All Hold Rate, One-Month LIBOR and the Applicable LIBOR Rate. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in effect clause (viii) of paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date and 9:15 A.M. on the old Auction Date. Thereafter, BD shall promptly notify customers of BD that BD believes are Existing Owners of such change in the Auction Date. (bc) The Auction Agent from time to time may, but shall not be obligated to, may request BD to provide it with a list of the respective customers BD believes are Beneficial Existing Owners of shares the Offered Notes and the aggregate principal amounts of Offered Notes specifically owned by each series of Preferred Sharessuch customer. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person person other than a Fund; the Trustee, the Issuer and such information shall not be used by the Auction Agent or its officersBD, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, provided that the Auction Agent reserves the right and is authorized to disclose disclose, any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its such failure to do so would be unlawful or (c) failure to do so would expose subject the Auction Agent to loss, liability, claim, damage or expense liability for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred MMP Shares, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the settlement procedures set forth on Exhibit A hereto (the "Settlement Procedures"), the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of MMP Shares of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred MMP Shares. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, disclosure or (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to itunlawful. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred MMP Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate, and the Reference Rate used to determine the Maximum Rate, in effect on such Auction Date. (b) The Auction Agent BD from time to time may, but shall not be obligated to, request BD to provide it the Auction Agent with a list of the respective its customers BD believes are Beneficial Owners of shares of each series of Preferred Shares. BD shall comply with any such request, and the The Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described hereinherein or in the Auction Agency Agreement; providedPROVIDED, howeverHOWEVER, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall use commercially reasonable efforts to prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; providedPROVIDED, howeverHOWEVER, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives that occur after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, BD promptly shall notify customers of BD that BD believes are Beneficial Owners of Preferred Shares of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated required to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred Shares. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate and the Reference Rate(s) in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage damage, or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, -------- ------- that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred Shares. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described hereinherein or in the Auction Agency Agreement; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall use commercially reasonable efforts to prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shareseach series of AMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in clause (vii) of paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD promptly shall notify customers of BD that BD believes are Beneficial Owners of shares of Series M7 AMPS and Series T7 AMPS as the case may be, of such change in the Auction Date. (c) The Auction Agent from time to time may, may but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent. (d) The provisions contained in paragraph 2 of the Articles Supplementary concerning the notification of a Special Dividend Period will be followed by the Auction Agent and BD, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. 10:30 a.m. on each Auction Date for the Preferred MMP Shares, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of MMP Shares of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated have no obligation to, request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred MMP Shares. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) it is advised by its counsel that failure to do so would could expose the Auction Agent to loss, liability, claim, claim or damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred MMP Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this AgreementAgreement and to the Company, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions. (d) If either of the Company or the Broker-Dealer requests that the Auction Agent reconcile the number of MMP Shares for which a Broker-Dealer is listed as the Broker-Dealer in the MMP Share Register maintained by the Auction Agent pursuant to Section 2.2(e) of the Auction Agreement with the records of the Broker-Dealers, the Auction Agent may, but shall not be required to, perform such reconciliation with the consent of the Company. Any such reconciliation shall be based upon information provided by the Broker-Dealers and/or the Securities Depository. If the Auction Agent requires information from the Securities Depository in order to perform such reconciliation, the Company shall request such information from the Securities Depository or authorize the Auction Agent to request and obtain such information from the Securities Depository. The fees for services rendered and expenses (including any charges of the Securities Depository) incurred by the Auction Agent in performing any such reconciliation shall be paid by the Company; provided, however, that if such reconciliation was requested by a Broker-Dealer, such fees and expenses shall be paid by such Broker-Dealer. If as a result of any such reconciliation a discrepancy is discovered between the records of the Broker-Dealers and the MMP Share Register maintained by the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ pursuant to Section 2.2(e) of the Auction Agreement, such stock register shall be adjusted to conform to the records of the Broker-Dealers. If as a result of such reconciliation it is discovered that there are MMP Shares for which no Broker-Dealer has made known to the Auction Agent a Securities Depository participant account, such MMP Shares will be reflected in the MMP Share Register maintained by the Auction Agent pursuant to Section 2.2(e) of the Auction Agreement as belonging to Lehman Brothers Inc. The result of any reconciliation shall be fixxx xxd binding upon the Company, the Broker-Dealers and the Auction Agent, absent manifest error; and, in no event, shall the Auction Agent incur any liability for any determination or adjustment made in connection with any reconciliation hereunder.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shareseach series of AMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in clause (vii) of paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD shall promptly notify customers of BD that BD believes are Existing Holders of shares of Series A AMPS, Series B AMPS, Series C AMPS, Series D AMPS or Series E AMPS, as the case may be, of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners Existing Holders of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners Existing Holders of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such information for the purposes of acting in accordance with this Agreement, Agreement and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent. (d) The Auction Agent is not required to accept the Purchaser's Letter for any Potential Holder for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding such Auction.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, may request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred Shares. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, disclosure or (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to itunlawful. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD promptly shall notify customers of BD that BD believes are Beneficial Owners of shares of APS of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAPS. BD shall comply with any such requestrequest to the extent permitted by law, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares APS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate, and the Reference Rate used to determine the Maximum Rate, in effect on such Auction Date. (b) The Auction Agent BD from time to time may, but shall not be obligated to, request BD to provide it the Auction Agent with a list of the respective its customers BD believes are Beneficial Owners of shares of each series of Preferred Shares. BD shall comply with any such request, and the The Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described hereinherein or in the Auction Agency Agreement; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall use commercially reasonable efforts to prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives that occur after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) If prior to any Auction Date the Auction Agent advises the Broker-Dealer that a portion of the dividend with respect to the next succeeding Dividend Period will include taxable Income (as such term is defined in the Statement of Preferences), the Broker Dealer will advise the Beneficial Owners and Potential Holders of the estimated portion of such dividend that will constitute Taxable Income. (b) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (bc) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, BD promptly shall notify customers of BD that BD believes are Beneficial Owners of Preferred Shares of such change in the Auction Date. (d) The Auction Agent from time to time may, but shall not be obligated required to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred Shares. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide prompt written notice of such requirement to BD as promptly as practicableso BD may seek an appropriate protective order or other appropriate remedy. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred MMP Shares, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the settlement procedures set forth on Exhibit A hereto (the “Settlement Procedures”), the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of MMP Shares of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated have no obligation to, request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred MMP Shares. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) it is advised by its counsel that failure to do so would could expose the Auction Agent to loss, liability, claim, claim or damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred MMP Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred SharesTortoise Notes, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the settlement procedures set forth on Exhibit A hereto (the "Settlement Procedures"), the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of Tortoise Notes of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred SharesTortoise Notes. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, disclosure or (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to itunlawful. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred Shares Tortoise Notes and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by by-telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in clause (vii) of paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD shall promptly notify customers of BD that BD believes are Existing Holders of shares of AMPS of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners Existing Holders of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Trust; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners Existing Holders of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such information for the purposes of acting in accordance with this Agreement, Agreement and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent. (d) The Auction Agent is not required to accept the Purchaser's Letter for any Potential Holder for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding such Auction.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m., New York City time, on each Auction Date for the Preferred SharesSeries ARS, the Auction Agent shall advise BD Citigroup by telephone or other electronic means of communication acceptable to the parties of the Maximum All-Hold Rate and the Index used in effect determining such rate. (b) In the event the Auction Date for any Auction shall be changed after the Auction Agent has given notice of such Auction Date pursuant to clause (vii) of paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to Citigroup not later than the earlier of 9:15 a.m., New York City time, on the new Auction Date and 9:15 a.m., New York City time, on the old Auction Date. Thereafter, Citigroup shall use its best efforts to promptly notify its customers who are Existing Owners of such change in the Auction Date. (bc) The Auction Agent from time to time may, but shall not be obligated have no duty to, request BD request, from time to time, Citigroup to provide it with a list the number of the respective its customers BD Citigroup believes are Beneficial Existing Owners of shares of each series of Preferred Sharesand the aggregate amount held by Citigroup. BD Citigroup shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person person other than a Fund; the Trustee, the Issuer, the Borrower and such information shall not be used by the Auction Agent or its officersCitigroup, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, provided that the Auction Agent reserves the right and is authorized to disclose any such information if (ai) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosureauthority, or (bii) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to impose upon it any actual or potential loss, claim, damage, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesEnergy Notes, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the settlement procedures set forth on Exhibit A hereto (the "Settlement Procedures"), the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of Energy Notes of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred SharesEnergy Notes. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if if (ai) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, disclosure or (bii) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to itunlawful. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred Shares Energy Notes and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD the Broker-Dealers for Preferred Shares by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate therefor and the Reference Rate and Treasury Rate(s), as the case may be, used in effect determining such Maximum Rate. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to SSB not later than the earlier of (i) 9:15 A.M. on the new Auction Date and (ii) 9:15 A.M. on the old Auction Date. Thereafter, SSB shall promptly notify customers of SSB that SSB believes are Existing Holders of Preferred Shares of such change in the Auction Date. (bc) The Auction Agent from time to time may, but shall not be obligated to, may request BD the Broker-Dealers to provide it the Auction Agent with a list of the their respective customers BD believes that such Broker-Dealers believe are Beneficial Owners Existing Holders of shares of each series of Preferred Shares. BD SSB shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, so provided by SSB and shall not disclose any such information so provided by SSB to any Person other than a Fund; the Fund and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicableSSB. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD SSB believes are Beneficial Owners of shares of each series Existing Holders of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, Agreement and the Auction Agent shall use its reasonable efforts to prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent. (d) SSB agrees to maintain a list of Potential Holders and to use its best efforts, subject to existing laws and regulations, to contact the Potential Holders on such list whom SSB believes may be interested in participating in such Auction on each Auction Date for the purposes set forth in the Auction Procedures. Nothing herein shall require SSB to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of Preferred Shares shall be conclusive and binding on SSB. SSB may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of Preferred Shares and 9:30 A.M. on the Auction Date for such Auction to ascertain the number of shares in respect of which the Auction Agent has determined SSB to be an Existing Holder. If SSB believes it is the Existing Holder of fewer shares than specified by the Auction Agent in response to SSB's inquiry, SSB may so inform the Auction Agent of that belief. SSB shall not, in its capacity as Existing Holder of shares, submit Orders in such Auction in respect of shares covering in the aggregate more than the number of shares specified by the Auction Agent in response to SSB's inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of Maximum Rate, Reference Rate and Treasury Index Rate. (b) BD shall cause the Maximum Rate to be communicated as promptly as practicable to its customers who hold or may be interested in effect acquiring Preferred Shares. (c) As promptly as practicable after determining each Auction Date, but not later than 9:15 a.m. on the Business Day preceding such Auction Date, the Auction Agent shall notify BD, by such means as the Auction Agent deems practicable, of the scheduled date of such Auction Date. If the Auction Date for any Auction shall be changed after the Auction Agent has given such notice or the notice referred to in clause (vii) of paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of (x) 9:15 a.m. on the Business Day preceding the new Auction Date, and (y) 9:15 a.m. on the original Auction Date. Thereafter, BD shall promptly notify customers of BD that are Existing Holders of such change in the Auction Date. (bd) The If required by applicable law, or requested by the Auction Agent from time to time mayAgent, but BD shall not be obligated to, request BD to provide it with a list of the respective customers BD Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of shares of each series of Preferred Sharesthe most recent Auction to the Auction Agent promptly after any date so requested by the Auction Agent. BD shall comply with any such request, and the The Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fund; and such information shall not be used by the Auction Agent or its officersother parties hereto, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, provided that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory bodyregulatory, judicial or quasi-judicial agency or authority having the authority to compel such disclosureagency, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (e) BD agrees to maintain a list of customers relating to the Preferred Shares and to use its best efforts, subject to existing laws and regulations, to contact the customers on such list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder, for the purposes set forth in the Auction Procedures. In the event that Nothing herein shall require BD to submit an Order for any customer in any Auction. (f) The Auction Agent's registry of Existing Holders of Preferred Shares shall be conclusive and binding on BD. BD may inquire of the Auction Agent is required to disclose information in accordance with between 3:00 P.M. on the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Business Day preceding an Auction Agent shall, subject to the terms of for Preferred Shares and 9:30 A.M. on the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series Date for such Auction to ascertain the number of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes in respect of acting in accordance with this Agreement, and which the Auction Agent shall prevent has determined BD to be an Existing Holder. If BD believes it is the transmission Existing Holder of such information to others and shall cause its officers, employees, agents and representatives to abide fewer Preferred Shares than specified by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officersin response to BD's inquiry, employees, agents or representatives after they have left the employ of BD may so inform the Auction AgentAgent of that belief. BD shall not, in its capacity as Existing Holder of Preferred Shares, submit Orders in such Auction in respect of Preferred Shares covering in the aggregate more than the number of Preferred Shares specified by the Auction Agent in response to BD's inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred SharesSeries E Notes, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the settlement procedures set forth on Exhibit A hereto (the “Settlement Procedures”), the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of Series E Notes of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated have no obligation to, request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred SharesSeries E Notes. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, disclosure or (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to itunlawful. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred Shares Series E Notes and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesDate, the Auction Agent shall advise BD the Broker-Dealers by telephone or other electronic means of communication acceptable to the parties of the All Hold Rate, the Maximum Auction Rate in effect on such Auction Dateand the Index. (b) The Auction Agent On the Closing Date and from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred Shares. BD shall comply with any such request, and thereafter as the Auction Agent shall keep confidential any such informationrequest, including information received as Broker Dealer shall provide the Auction Agent, with respect to the identity Bonds, with a list, substantially in the form of Bidders in any AuctionExhibit E hereto, of the names of its customers that it believes are Existing Owners of the Bonds and the principal amount of Bonds held by each of such customers. The Auction Agent shall not disclose any such information so provided to any Person other than a Fund; and such information shall not be used by the Auction Agent Board or its officers, employees, agents or representatives for any purpose other than such purposes as are described hereinBroker Dealer; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory bodyregulatory, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In . (c) Not later than 3:00 P.M. on the event that the Record Date preceding each Auction Agent is required to disclose information in accordance with the foregoing sentenceDate, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions notify Broker Dealer of any change in the aggregate principal amount of its officersBonds, employees, agents or representatives after they have left the employ as of the Auction Agentopening of business on such Record Date by delivering a notice to Broker Dealer by telecopy or other electronic communication acceptable to the parties.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred SharesTortoise Notes, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the settlement procedures set forth on Exhibit A hereto (the “Settlement Procedures”), the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of Tortoise Notes of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated have no obligation to, request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred SharesTortoise Notes. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) it is advised by its counsel that failure to do so would could expose the Auction Agent to loss, loss liability, claim, claim or damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred Shares Tortoise Notes and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred SharesDate, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable means, to be confirmed in writing by the parties Auction Agent, of the Maximum Rate in effect on and the Reference Rate(s) for such Auction Date. (b) The BD shall cause the Maximum Rate to be communicated as promptly as practicable to its customers who hold or may be interested in acquiring AMPS. (c) If required by applicable law, or requested by the Auction Agent, BD shall provide to the Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of shares of each series of Preferred Sharesthe most recent Auction to the Auction Agent promptly after any date so requested by the Auction Agent. BD shall comply with any such request, and the The Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fund; and such information shall not be used by the Auction Agent or its officersother party hereto, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, provided that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory bodyregulatory, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful unlawful. (d) BD agrees to maintain a list of customers relating to the AMPS and to use its best efforts, subject to existing laws and regulations, to contact the customers on such list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD to submit an Order for any customer in any Auction. (ce) failure to do so would expose The Auction Agent's registry of Existing Holders of the AMPS shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of AMPS and 9:30 A.M. on the Auction Date for such Auction to loss, liability, claim, damage or expense for ascertain the number of AMPS in respect of which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required has determined BD to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicablebe an Existing Holder. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers If BD believes are Beneficial Owners it is the Existing Holder of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and fewer AMPS than specified by the Auction Agent shall prevent the transmission of such information in response to others and shall cause its officersBD's inquiry, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that BD may so inform the Auction Agent of that belief. BD shall have no responsibility or liability for not, in its capacity as Existing Holder of AMPS, submit Orders in such Auction in respect of AMPS covering in the actions aggregate more than the number of any of its officers, employees, agents or representatives after they have left the employ of AMPS specified by the Auction AgentAgent in response to BD's inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD the Broker-Dealers for Preferred Shares by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate therefor and the Reference Rate(s) and Treasury Rate(s), as the case may be, used in effect determining such Maximum Rate. (b) In the event that any Auction Date shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to SSB not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, SSB shall promptly notify customers of SSB that SSB believes are Existing Holders of Preferred Shares of such change in the Auction Date. (bc) The Auction Agent from time to time may, but shall not be obligated to, may request BD the Broker-Dealers to provide it the Auction Agent with a list of the their respective customers BD believes that such Broker-Dealers believe are Beneficial Owners Existing Holders of shares of each series of Preferred Shares. BD SSB shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, so provided by SSB and shall not disclose any such information so provided by SSB to any Person other than a Fund; the Company and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicableSSB. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD SSB believes are Beneficial Owners of shares of each series Existing Holders of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, Agreement and the Auction Agent shall use its reasonable efforts to prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent. (d) SSB agrees to maintain a list of Potential Holders and to use its best efforts, subject to existing laws and regulations, to contact the Potential Holders on such list whom SSB believes may be interested in participating in such Auction on each Auction Date for the purposes set forth in the Auction Procedures. Nothing herein shall require SSB to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of Preferred Shares shall be conclusive and binding on SSB. SSB may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of Preferred Shares and 9:30 A.M. on the Auction Date for such Auction to ascertain the number of shares in respect of which the Auction Agent has determined SSB to be an Existing Holder. If SSB believes it is the Existing Holder of fewer shares than specified by the Auction Agent in response to SSB's inquiry, SSB may so inform the Auction Agent of that belief. SSB shall not, in its capacity as Existing Holder of shares, submit Orders in such Auction in respect of shares covering in the aggregate more than the number of shares specified by the Auction Agent in response to SSB's inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred SharesSeries ___Notes, the Auction Agent shall advise BD Broker-Dealer by telephone or other electronic means of communication acceptable to the parties of Reference Rate and the Maximum Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in paragraph (a) of the settlement procedures set forth on Exhibit A hereto (the “Settlement Procedures”), the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to Broker-Dealer not later than the earlier of 9:15 a.m. on the new Auction Date or 9:15 a.m. on the old Auction Date. Thereafter, Broker-Dealer promptly shall notify customers of Broker-Dealer that Broker-Dealer believes are Beneficial Owners of Series ___Notes of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated have no obligation to, request BD Broker-Dealer to provide it with a list of the respective customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred SharesSeries ___Notes. BD Broker-Dealer shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided. Notwithstanding the foregoing, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, disclosure or (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to itunlawful. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD Broker-Dealer as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD Broker-Dealer believes are Beneficial Owners of shares of each series of Preferred Shares Series ___Notes and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the Preferred SharesDate, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable means, to be confirmed in writing by the parties Auction Agent, of the Maximum Rate in effect on such Auction DateRate, Reference Rate(s) and Treasury Index Rate(s). (b) The BD shall cause the Maximum Rate to be communicated as promptly as practicable to its customers who hold or may be interested in acquiring AMPS. (c) If required by applicable law, or requested by the Auction Agent from time to time mayAgent, but BD shall not be obligated to, request BD to provide it with a list of the respective customers BD Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of shares of each series of Preferred Sharesthe most recent Auction to the Auction Agent promptly after any date so requested by the Auction Agent. BD shall comply with any such request, and the The Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fund; and such information shall not be used by the Auction Agent or its officersother parties hereto, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, PROVIDED that the Auction Agent each reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory bodyregulatory, judicial or quasi-judicial agency or authority having the authority to compel such disclosureagency, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (d) BD agrees to maintain a list of customers relating to a series of AMPS and to use its best efforts, subject to existing laws and regulations, to contact the customers on such list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. In the event that Nothing herein shall require BD to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of AMPS shall be conclusive and binding on BD. BD may inquire of the Auction Agent is required to disclose information in accordance with between 3:00 P.M. on the foregoing sentence, it shall provide written notice Business Day preceding an Auction for shares of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms a series of AMPS and 9:30 A.M. on the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners Date for such Auction to ascertain the number of shares of each such series in respect of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and which the Auction Agent shall prevent has determined BD to be an Existing Holder. If BD believes it is the transmission Existing Holder of fewer shares of such information to others and shall cause its officers, employees, agents and representatives to abide series than specified by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officersin response to BD's inquiry, employees, agents or representatives after they have left the employ of BD may so inform the Auction AgentAgent of that belief. BD shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD's inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate in effect on such Auction Date. (b) The Auction Agent from time to time may, but shall not be obligated to, request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of Preferred Shares. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described hereinherein or in the Auction Agency Agreement; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred SharesAMPS, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent has given the notice referred to in clause (vii) of paragraph (a) of the Settlement Procedures, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD shall promptly notify customers of BD that BD believes are Existing Holders of shares of AMPS of such change in the Auction Date. (c) The Auction Agent from time to time may, but shall not be obligated to, may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners Existing Holders of shares of each series of Preferred SharesAMPS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a Fundthe Trust; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, shall transmit any list of customers BD believes are Beneficial Owners Existing Holders of shares of each series of Preferred Shares AMPS and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such information for the purposes of acting in accordance with this Agreement, Agreement and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives representatives' after they have left the employ of the Auction Agent. (d) The Auction Agent is not required to accept the Purchaser's Letter for any Potential Holder for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding such Auction.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Preferred Shares, the Auction Agent shall advise BD by telephone or other electronic means of communication acceptable to the parties of the Maximum Rate, and the Reference Rate used to determine the Maximum Rate, in effect on such Auction Date. (b) The Auction Agent BD from time to time may, but shall not be obligated to, request BD to provide it the Auction Agent with a list of the respective its customers BD believes are Beneficial Owners of shares of each series of Preferred Shares. BD shall comply with any such request, and the The Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than a the Fund; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described hereinherein or in the Auction Agency Agreement; providedPROVIDED, howeverHOWEVER, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event that the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to BD as promptly as practicable. The Auction Agent shall, subject to the terms of the Auction Agency Agreement, transmit any list of customers BD believes are Beneficial Owners of shares of each series of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.as