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 AMPS, the Auction Agent shall advise BD by telephone 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 AMPS of such change in the Auction Date. (c) The Auction Agent from time to time may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of AMPS. 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 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. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of 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. a.m. on each Auction Date for the AMPSDate, the Auction Agent shall advise BD by telephone of the Reference 30-Day "AA" Composite Commercial Paper Rate and the Maximum Applicable Rate in effect on such Auction DateRate. (b) As promptly as practicable after determining each Auction Date, but not later than 9:15 a.m. on the Business Day next preceeding 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. In the event that 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 9:15 A.M. a.m. on the new Auction Date or and 9:15 A.M. a.m. on the old Auction Date. Thereafter, BD shall promptly shall notify customers of BD that BD believes are Beneficial Owners of AMPS Existing Holders of such change in the Auction Date. (c) The Company or the Auction Agent from time to time may request BD to provide it with a list of the respective customers of BD believes that are Beneficial Owners Existing Holders or beneficial owners of shares AMPS or the number of each series of AMPScustomers for whose account BD is recorded as the Existing Holder or the Holder. BD shall comply with any such request, and the Auction Agent and the Company 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 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. parties hereto. (d) The Auction Agent shall transmit not be required to, but may in its discretion, accept a Purchaser's Letter for any list of customers BD believes are Beneficial Owners of shares of each series of AMPS and information related thereto only Potential Holder or amendment 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 a Purchaser's Letter of any of its officers, employees, agents or representatives Existing Holder received after they have left 3:00 P.M. on the employ of the Auction AgentBusiness Day next preceding an Auction.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the AMPS, the Auction Agent shall advise BD by telephone 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 request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of AMPS. 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 the FundCompany; 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. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of 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. a.m. on each Auction Date for the AMPSDate, the Auction Agent shall advise BD by telephone or other electronic means, to be confirmed in writing by the Auction Agent, of the Maximum Rate, Reference Rate Rate(s) and the Maximum Applicable Rate in effect on such Auction DateTreasury Note Rate(s). (b) In BD shall cause the event that Maximum Rate to be communicated as promptly as practicable to its customers who hold or may be interested in 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. a.m. on the Business Day preceding the new Auction Date or Date, and (y) 9:15 A.M. a.m. on the old original Auction Date. Thereafter, BD shall promptly shall notify customers of BD that BD believes are Beneficial Owners of AMPS Existing Holders of such change in the Auction Date. (cd) The If required by applicable law, or requested by the Auction Agent from time to time may request Agent, BD to shall 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 AMPSthe 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 the Fund; and other parties hereto, provided that the Auction Agent each reserves the right to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory, judicial or quasi-judicial agency, (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 satisfactory to it. (e) BD agrees to maintain a list of customers relating to a series of 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 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. (f) The Auction Agent's registry of Existing Holders of shares of a series of Preferred Shares shall be used 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 a series of Preferred Shares and 9:30 A.M. on the Auction Date for such Auction to ascertain the number of shares of such series 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 shares of such series than specified by the Auction Agent or its officersin response to BD's inquiry, employees, agents or representatives for any purpose other than such purposes as are described herein. The BD may so inform the Auction Agent of that belief. BD shall transmit any list of customers BD believes are Beneficial Owners not, in its capacity as Existing Holder of shares of each such series, submit Orders in such Auction in respect of shares of such series of AMPS and information related thereto only to its officers, employees, agents or representatives covering in the Corporate Trust and Agency Group who need to know aggregate more than the number of shares of such information for the purposes of acting in accordance with this Agreement, and series specified by the Auction Agent shall prevent the transmission of such information in response 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 AgentBD's inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for a Series of the AMPSARN, the Auction Agent shall advise BD by telephone of the Reference Applicable LIBOR Rate and the United States Treasury Security Rate and not later than 9:30 a.m. on each Auction Date for the ARN, the Auction Agent shall advise BD of the Net Loan Rate, the All Hold Rate and the Maximum Applicable Rate in effect on such Auction DateRate. (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 (aa)(vi) 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. a.m. on the new Auction Date or and 9:15 A.M. a.m. on the old Auction Date. Thereafter, BD shall promptly shall notify customers of BD that BD believes are Beneficial Owners of AMPS Existing Note Holders of such change in the Auction Date. (c) The Auction Agent from time to time may request that BD to provide it with a list of the respective customers BD believes are Beneficial Owners Existing Note Holders of shares a Series of the ARN and the aggregate principal amounts of ARN of such Series specifically owned by each series of AMPSsuch 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 the FundTrustee, the Issuer and BD; 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. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of 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, provided that the Auction Agent shall have no responsibility or liability for reserves the actions of right to disclose any of such information if it is advised by its officers, employees, agents or representatives after they have left the employ of the Auction Agentcounsel that such failure would be unlawful.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the AMPSDate, the Auction Agent shall advise BD by telephone and shall confirm in writing, which includes email or other electronic means, of the Maximum Rate, Reference Rate Rate(s) and the Maximum Applicable Rate in effect on such Auction DateTreasury Note Rate(s). (b) In BD shall cause the event that Maximum Rate to be communicated as promptly as practicable to its customers who hold or may be interested in acquiring AMPS. (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. a.m. on the Business Day preceding the new Auction Date or Date, and (y) 9:15 A.M. a.m. on the old original Auction Date. Thereafter, BD shall promptly shall notify customers of BD that BD believes are Beneficial Owners of AMPS Existing Holders of such change in the Auction Date. (cd) The If required by applicable law, or requested by the Auction Agent from time to time may request Agent, BD to shall 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 AMPSthe 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 the Fund; and other parties hereto, provided that the Auction Agent each reserves the right to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory, judicial or quasi-judicial agency, (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 satisfactory to it. (e) 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. Nothing herein shall not require BD to submit an Order for any customer in any Auction. (f) The Auction Agent's registry of Existing Holders of shares of a series of AMPS shall be used 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 a series of AMPS and 9:30 A.M. on the Auction Date for such Auction to ascertain the number of shares of such series 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 shares of such series than specified by the Auction Agent or its officersin response to BD's inquiry, employees, agents or representatives for any purpose other than such purposes as are described herein. The BD may so inform the Auction Agent of that belief. BD shall transmit any list of customers BD believes are Beneficial Owners not, in its capacity as Existing Holder of shares of each such series, submit Orders in such Auction in respect of shares of such series of AMPS and information related thereto only to its officers, employees, agents or representatives covering in the Corporate Trust and Agency Group who need to know aggregate more than the number of shares of such information for the purposes of acting in accordance with this Agreement, and series specified by the Auction Agent shall prevent the transmission of such information in response 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 AgentBD's inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the each series of AMPS, the Auction Agent shall advise BD by telephone 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 _ AMPS and Series _ AMPS as the case may be, of such change in the Auction Date. (c) The Auction Agent from time to time may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of AMPS. 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 the FundCompany; 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. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of 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. a.m. on each Auction Date for the AMPSPreferred Shares, the Auction Agent shall advise BD by telephone or other electronic means, and shall promptly confirm such advice in writing, of (i) the Maximum Rate and (ii) when applicable, the Reference Rate and the Maximum Applicable Rate in effect on such Auction DateRate. (b) In BD shall cause the event that Maximum Rate to be communicated as promptly as practicable to its customers who hold or may be interested in 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. a.m. on the new Auction Date or Date, and (y) 9:15 A.M. a.m. on the old original Auction Date. Thereafter, BD shall promptly shall notify customers of BD that BD believes are Beneficial Owners of AMPS Existing Holders of such change in the Auction Date. (cd) The If required by applicable law, or requested by the Auction Agent from time to time may request Agent, BD to shall 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 AMPSthe 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 the Fund; and other parties hereto, provided that the Auction Agent reserves the right 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 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. Nothing herein shall not 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 used 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 Preferred Shares and 9:30 a.m. on the Auction Date for such Auction to ascertain the number of Preferred Shares 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 Preferred Shares than specified by the Auction Agent or its officersin response to BD's inquiry, employees, agents or representatives for any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of 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 may so inform the Auction Agent of that belief. BD shall prevent not, in its capacity as Existing Holder of Preferred Shares, submit Orders in such Auction in respect of Preferred Shares covering in the transmission aggregate more than the number of such information to others and shall cause its officers, employees, agents and representatives to abide Preferred Shares 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 officers, employees, agents or representatives after they have left the employ of the Auction Agentin response to BD's inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the AMPSAPS, the Auction Agent shall advise BD the Broker-Dealers by telephone of the Reference Maximum Rate therefor and the "AA" Composite Commercial Paper Rate(s) and Treasury Rate(s), as the case may be, used in determining such Maximum Applicable Rate in effect on such Auction DateRate. (b) In the event that the any Auction Date for any Auction the APS shall be changed after the Auction Agent has given the notice referred to in clause (viivi) 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 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 AMPS of such change in the Auction Date. (c) The Auction Agent from time to time 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 AMPSAPS. BD ED 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 BD and shall not disclose any such information so provided by BD to any Person other than the Fund; Fund and BD. (d) BD agrees to maintain a list of Potential Holders and to use its best efforts to contact the Potential Holders on such information shall list whom BD believes may be interested in participating in such Auction on each Auction Date for the purposes set forth in the Auction Procedures. (e) The Auction Agent is not be used 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 unless such letter or amendment is received by the Auction Agent or its officers, employees, agents or representatives for any purpose other than by 3:00 P.M. on the Business Day preceding such purposes as are described herein. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of 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 AgentAuction.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the AMPSPreferred Shares, the Auction Agent shall advise BD by telephone 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 (aa)(vii) 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 AMPS Preferred Shares of such change in the Auction Date. (c) The Auction Agent from time to time may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of AMPSPreferred 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 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 describe herein. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of AMPS Preferred Shares 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 AMPSPreferred 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 clause (vii) of 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 AMPS Preferred Shares of such change in the Auction Date. (c) The Auction Agent from time to time may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of AMPSPreferred 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 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. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of AMPS Preferred Shares 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. a.m. on each Auction Date for the AMPSDate, the Auction Agent shall advise BD notify the Broker-Dealer by telephone of the Reference All Hold Rate, the Maximum Rate, the Net Loan Rate and the Maximum Applicable LIBOR Rate used in effect on determining such rates, provided, with respect to notification of the Net Loan Rate, the Administrator shall have communicated to the Auction DateAgent the components of the Net Loan Rate as required by the Indenture. (b) In the event that the any day that is scheduled to be an Auction Date for any Auction shall be changed after the Auction Agent has shall have given the notice referred of such Auction Date pursuant 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 the Broker-Dealer not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or and 9:15 A.M. a.m. on the old Auction Date. Thereafter, BD the Broker-Dealer shall use its best efforts to promptly shall notify its customers of BD that BD believes who are Beneficial Existing Owners of AMPS of such change in the Auction Date. (c) The Auction Agent from From time to time may upon request BD to of the Auction Agent, the Broker-Dealer shall provide it the Auction Agent with a statement of the aggregate amount of each Series of Auction Rate Notes held by the Broker-Dealer as an Existing Owner for its own account or otherwise, as well as with a list of the respective Broker-Dealer's customers BD that the Broker-Dealer believes are Beneficial Existing Owners of shares any Series of the Auction Rate Notes (listed by Series) and the aggregate principal amount of each series Series of AMPSAuction Rate Notes beneficially owned by each such customer. BD shall comply with any such requestExcept as permitted by Section 2.10 of the Auction Agent Agreement, 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 the Fund; Broker-Dealer, the Issuer and such information shall not be used by the Indenture Trustee, 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 be unlawful or its officerswould expose the Auction Agent to liability, employeesloss, agents claim or representatives damage for any purpose other than such purposes as are described hereinwhich the Auction Agent has not previously received indemnity reasonably satisfactory to it. The Auction Agent shall transmit notify the Broker-Dealer, the Issuer and the Indenture Trustee promptly upon receipt of any list of customers BD believes are Beneficial Owners of shares of each series of AMPS and information related thereto only request or demand to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know disclose such information for and shall cooperate with any party seeking a protective order or similar relief. (d) The Auction Agent shall send by telecopy or other means a copy of any Notice of Notes Outstanding, in substantially the purposes form of acting Exhibit C to the Auction Agent Agreement, received from the Indenture Trustee to the Broker-Dealer 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 AgentSection 4.3 hereof.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the AMPSAuction Agent shall notify the Trust and BD of the Maximum Rate and the “LIBOR Rate(s), and Treasury Note Rate(s), as the case may be, used to make such determination. (b) BD shall cause the Maximum Rate to be communicated as promptly as practicable to its customers who hold or may be interested in acquiring APS. (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 advise BD notify BD, by telephone such means as the Auction Agent deems practicable, of the Reference Rate and the Maximum Applicable Rate in effect on scheduled date of such Auction Date. (b) In the event that . 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. a.m. on the Business Day preceding the new Auction Date or Date, and (y) 9:15 A.M. a.m. on the old original Auction Date. Thereafter, BD shall promptly shall notify customers of BD that BD believes are Beneficial Owners of AMPS Existing Holders of such change in the Auction Date. (cd) The If required by applicable law, or requested by the Auction Agent from time to time may request Agent, BD to shall 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 AMPSthe 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 the Fund; and other parties hereto, provided that the Auction Agent each reserves the right to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory, judicial or quasi-judicial agency, (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 satisfactory to it. (e) BD agrees to maintain a list of customers relating to a series of APS 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 not require BD to submit an Order for any customer in any Auction. (f) The Auction Agent’s registry of Existing Holders of shares of a series of APS shall be used 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 a series of APS and 9:30 a.m. on the Auction Date for such Auction to ascertain the number of shares of such series 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 shares of such series than specified by the Auction Agent or its officersin response to BD’s inquiry, employees, agents or representatives for any purpose other than such purposes as are described herein. The BD may so inform the Auction Agent of that belief. BD shall transmit any list of customers BD believes are Beneficial Owners not, in its capacity as Existing Holder of shares of each such series, submit Orders in such Auction in respect of shares of such series of AMPS and information related thereto only to its officers, employees, agents or representatives covering in the Corporate Trust and Agency Group who need to know aggregate more than the number of shares of such information for the purposes of acting in accordance with this Agreement, and series specified by the Auction Agent shall prevent the transmission of such information in response 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 AgentBD’s inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the each series of AMPS, the Auction Agent shall advise BD and the Company by telephone 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 shall notify customers of BD that BD believes are Beneficial Owners of shares of Series E AMPS of such change in the Auction Date. (c) The Auction Agent On the date of this Agreement, and from time to time may upon request of the Auction Agent, BD to will provide it the Auction Agent with a list of the respective customers BD believes are Beneficial Owners Existing Holders and the number of shares of each series of AMPSSeries E AMPS held by such Existing Holders. 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 the Fund; respective Broker-Dealer and such information shall not be used the Company, unless otherwise required by law. Notwithstanding the above, and as necessary to comply with applicable securities laws, either the Auction Agent or its officers, employees, agents or representatives for BD may disclose to anyone any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list information with respect to the United States federal income tax treatment and tax structure of customers BD believes are Beneficial Owners of shares of each series of 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 Agentarrangement.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the each series of AMPS, the Auction Agent shall advise BD and the Company by telephone 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 shall notify customers of BD that BD believes are Beneficial Owners of shares of Series F AMPS of such change in the Auction Date. (c) The Auction Agent On the date of this Agreement, and from time to time may upon request of the Auction Agent, BD to will provide it the Auction Agent with a list of the respective customers BD believes are Beneficial Owners Existing Holders and the number of shares of each series of AMPSSeries F AMPS held by such Existing Holders. 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 the Fund; respective Broker-Dealer and such information shall not be used the Company, unless otherwise required by law. Notwithstanding the above, and as necessary to comply with applicable securities laws, either the Auction Agent or its officers, employees, agents or representatives for BD may disclose to anyone any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list information with respect to the United States federal income tax treatment and tax structure of customers BD believes are Beneficial Owners of shares of each series of 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 Agentarrangement.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the AMPSDate, the Auction Agent shall advise BD by telephone or other electronic means, to be confirmed in writing by the Auction Agent, of the Maximum Rate, Reference Rate Rate(s) and the Maximum Applicable Rate in effect on such Auction DateTreasury Note Rate(s). (b) In BD shall cause the event that Maximum Rate to be communicated as promptly as practicable to its customers who hold or may be interested in acquiring AMPS. (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. a.m. on the Business Day preceding the new Auction Date or Date, and (y) 9:15 A.M. a.m. on the old original Auction Date. Thereafter, BD shall promptly shall notify customers of BD that BD believes are Beneficial Owners of AMPS Existing Holders of such change in the Auction Date. (cd) The If required by applicable law, or requested by the Auction Agent from time to time may request Agent, BD to shall 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 AMPSthe 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 the Fund; and other parties hereto, provided that the Auction Agent each reserves the right to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory, judicial or quasi-judicial agency, (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 satisfactory to it. (e) 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. Nothing herein shall not require BD to submit an Order for any customer in any Auction. (f) The Auction Agent's registry of Existing Holders of shares of a series of AMPS shall be used 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 a series of AMPS and 9:30 a.m. on the Auction Date for such Auction to ascertain the number of shares of such series 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 shares of such series than specified by the Auction Agent or its officersin response to BD's inquiry, employees, agents or representatives for any purpose other than such purposes as are described herein. The BD may so inform the Auction Agent of that belief. BD shall transmit any list of customers BD believes are Beneficial Owners not, in its capacity as Existing Holder of shares of each such series, submit Orders in such Auction in respect of shares of such series of AMPS and information related thereto only to its officers, employees, agents or representatives covering in the Corporate Trust and Agency Group who need to know aggregate more than the number of shares of such information for the purposes of acting in accordance with this Agreement, and series specified by the Auction Agent shall prevent the transmission of such information in response 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 AgentBD's inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the AMPSPreferred Shares, the Auction Agent shall advise BD by telephone or other electronic means, and shall promptly confirm such advice in writing, of (i) the Maximum Rate and (ii) when applicable, the Reference Rate and the Maximum Applicable Rate in effect on such Auction DateRate. (b) In BD shall cause the event that Maximum Rate to be communicated as promptly as practicable to its customers who hold or may be interested in 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. a.m. on the new Auction Date or Date, and (y) 9:15 A.M. a.m. on the old original Auction Date. Thereafter, BD shall promptly shall notify customers of BD that BD believes are Beneficial Owners of AMPS Existing Holders of such change in the Auction Date. (cd) The If required by applicable law, or requested by the Auction Agent from time to time may request Agent, BD to shall 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 AMPSthe 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 the Fund; and other parties hereto, provided that the Auction Agent reserves the right 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 satisfactory to it. (e) BD agrees to maintain a list of customers relating to the Preferred Shares and 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. Nothing herein shall not 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 used 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 Preferred Shares and 9:30 a.m. on the Auction Date for such Auction to ascertain the number of Preferred Shares 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 Preferred Shares than specified by the Auction Agent or its officersin response to BD's inquiry, employees, agents or representatives for any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of 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 may so inform the Auction Agent of that belief. BD shall prevent not, in its capacity as Existing Holder of Preferred Shares, submit Orders in such Auction in respect of Preferred Shares covering in the transmission aggregate more than the number of such information to others and shall cause its officers, employees, agents and representatives to abide Preferred Shares 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 officers, employees, agents or representatives after they have left the employ of the Auction Agentin response to BD's inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the each series of AMPS, the Auction Agent shall advise BD and the Company by telephone 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 shall notify customers of BD that BD believes are Beneficial Owners of shares of Series G AMPS of such change in the Auction Date. (c) The Auction Agent On the date of this Agreement, and from time to time may upon request of the Auction Agent, BD to will provide it the Auction Agent with a list of the respective customers BD believes are Beneficial Owners Existing Holders and the number of shares of each series of AMPSSeries G AMPS held by such Existing Holders. 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 the Fund; respective Broker-Dealer and such information shall not be used the Company, unless otherwise required by law. Notwithstanding the above, and as necessary to comply with applicable securities laws, either the Auction Agent or its officers, employees, agents or representatives for BD may disclose to anyone any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list information with respect to the United States federal income tax treatment and tax structure of customers BD believes are Beneficial Owners of shares of each series of 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 Agentarrangement.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the AMPSDate, the Auction Agent Trust Company shall advise BD the Broker-Dealers by telephone of the Reference 60-day "AA" Composite Commercial Paper Rate, The Minimum Applicable Rate and the Maximum Applicable Rate in effect on such Auction DateRate. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent Trust Company has given the notice referred to in clause (vii) of paragraph (a) of the Settlement Procedures, the Auction AgentTrust Company, by such means as the Auction Agent Trust Company 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 shall notify its customers of BD that whom BD believes are Beneficial Owners Existing Holders of AMPS shares of the DARTS of such change in the Auction Date. (c) For each Auction Date for which BD submits an Order for any Bidder which is accepted, BD shall maintain, for a period of at least fifteen months, a list of such Holder or Holders and the number of shares of DARTS held by each such Holder (Holder Lists"). The Auction Agent Trust Company or the Company from time to time may request BD and each other Broker-Dealer to provide it the Trust Company or the Company with any such Holder Lists and/or with a list of the their respective customers that BD believes and such Broker-Dealers believe are Beneficial Owners Existing Holders of shares of each series of AMPSthe DARTS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to Trust Company and the identity of Bidders in any Auction, and Company shall not disclose any such information so provided to any Person other than the Fund; except as provided 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. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of 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 Sections 2.2 (f), 2.7 and 4.7 of the Trust Company Agreement. (d) The Trust Company is not required to accept the Purchaser's Letter of any Potential Holder who wishes to submit a Bid for the first time in an Auction or any amendment to a Purchaser's Letter of any Potential Holder or Existing Holder who wishes to amend its Purchaser's Letter intending that such amendment is to take effect with respect to an Auction, and the Auction Agent shall prevent the transmission of unless such information to others and shall cause its officers, employees, agents and representatives to abide Purchaser's Letter or such amendment is received by the foregoing confidentiality restrictions; provided, however, that Trust Company by 3:00 P.M. on the Business Day preceding such 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 AgentDate.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the AMPS, the Auction Agent shall advise BD and the Company by telephone 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 shall notify customers of BD that BD believes are Beneficial Owners of AMPS shares of AMPS, of such change in the Auction Date. (c) The Auction Agent On the date of this Agreement, and from time to time may upon request of the Auction Agent, BD to will provide it the Auction Agent with a list of the respective customers BD believes are Beneficial Owners Existing Holders and the number of shares of each series of AMPSthe AMPS held by such Existing Holders. 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 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. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of 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, respective Broker-Dealer and the Auction Agent shall prevent the transmission of such information to others and shall cause its officersCompany, employees, agents and representatives to abide unless otherwise required 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 Agentlaw.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the AMPSDate, the Auction Agent Trust Company shall advise BD the Broker-Dealers by telephone of the Reference 60-day "AA" Composite Commercial Paper Rate, The Minimum Applicable Rate and the Maximum Applicable Rate in effect on such Auction DateRate. (b) In the event that the Auction Date for any Auction shall be changed after the Auction Agent Trust Company has given the notice referred to in clause (vii) of paragraph (a) of the Settlement Procedures, the Auction AgentTrust Company, by such means as the Auction Agent Trust Company 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 shall notify its customers of BD that whom BD believes are Beneficial Owners Existing Holders of AMPS shares of the DARTS of such change in the Auction Date. (c) For each Auction Date for which BD submits an Order for any Bidder which is accepted, BD shall maintain, for a period of at least fifteen months, a list of such Holder or Holders and the number of shares of DARTS held by each such Holder ("Holder Lists"). The Auction Agent Trust Company or the Company from time to time may request BD and each other Broker-Dealer to provide it the Trust Company or the Company with any such Holder Lists and/or with a list of the their respective customers that BD believes and such Broker-Dealers believe are Beneficial Owners Existing Holders of shares of each series of AMPSthe DARTS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to Trust Company and the identity of Bidders in any Auction, and Company shall not disclose any such information so provided to any Person other than the Fund; except as provided 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. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of 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 Sections 2.2 (f), 2.7 and 4.7 of the Trust Company Agreement. (d) The Trust Company is not required to accept the Purchaser's Letter of any Potential Holder who wishes to submit a Bid for the first time in an Auction or any amendment to a Purchaser's Letter of any Potential Holder or Existing Holder who wishes to amend its Purchaser's Letter intending that such amendment is to take effect with respect to an Auction, and the Auction Agent shall prevent the transmission of unless such information to others and shall cause its officers, employees, agents and representatives to abide Purchaser's Letter or such amendment is received by the foregoing confidentiality restrictions; provided, however, that Trust Company by 3:00 P.M. on the Business Day preceding such 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 AgentDate.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the Auction Agent shall notify the Trust and BD of the Maximum Rate and the “LIBOR Rate(s), and Treasury Note Rate(s), as the case may be, used to make such determination. (b) 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) 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 advise BD notify BD, by telephone such means as the Auction Agent deems practicable, of the Reference Rate and the Maximum Applicable Rate in effect on scheduled date of such Auction Date. (b) In the event that . 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. a.m. on the Business Day preceding the new Auction Date or Date, and (y) 9:15 A.M. a.m. on the old original Auction Date. Thereafter, BD shall promptly shall notify customers of BD that BD believes are Beneficial Owners of AMPS Existing Holders of such change in the Auction Date. (cd) The If required by applicable law, or requested by the Auction Agent from time to time may request Agent, BD to shall 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 AMPSthe 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 the Fund; and other parties hereto, provided that the Auction Agent each reserves the right to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory, judicial or quasi-judicial agency, (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 satisfactory to it. (e) 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. Nothing herein shall not require BD to submit an Order for any customer in any Auction (f) The Auction Agent’s registry of Existing Holders of shares of a series of AMPS shall be used 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 a series of AMPS and 9:30 a.m. on the Auction Date for such Auction to ascertain the number of shares of such series 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 shares of such series than specified by the Auction Agent or its officersin response to BD’s inquiry, employees, agents or representatives for any purpose other than such purposes as are described herein. The BD may so inform the Auction Agent of that belief. BD shall transmit any list of customers BD believes are Beneficial Owners not, in its capacity as Existing Holder of shares of each such series, submit Orders in such Auction in respect of shares of such series of AMPS and information related thereto only to its officers, employees, agents or representatives covering in the Corporate Trust and Agency Group who need to know aggregate more than the number of shares of such information for the purposes of acting in accordance with this Agreement, and series specified by the Auction Agent shall prevent the transmission of such information in response 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 AgentBD’s inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the AMPSAuction Agent shall notify the Trust and BD of the Maximum Rate and the Reference Rate used to make such determination. (b) BD shall cause the Maximum Rate to be communicated as promptly as practicable to its customers who hold or may be interested in acquiring APS. (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 advise BD notify BD, by telephone such means as the Auction Agent deems practicable, of the Reference Rate and the Maximum Applicable Rate in effect on scheduled date of such Auction Date. (b) In the event that . 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. a.m. on the Business Day preceding the new Auction Date or Date, and (y) 9:15 A.M. a.m. on the old original Auction Date. Thereafter, BD shall promptly shall notify customers of BD that BD believes are Beneficial Owners of AMPS Existing Holders of such change in the Auction Date. (cd) The Auction Agent from time to time may request If required by applicable law, BD to shall 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 AMPSthe 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 the Fund; and other parties hereto, provided that the Auction Agent reserves the right to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory, judicial or quasi-judicial agency, (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 satisfactory to it. (e) BD agrees to maintain a list of customers relating to a series of APS 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 not require BD to submit an Order for any customer in any Auction. (f) The Auction Agent’s registry of Existing Holders of shares of a series of APS shall be used 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 a series of APS and 9:30 a.m. on the Auction Date for such Auction to ascertain the number of shares of such series 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 shares of such series than specified by the Auction Agent or its officersin response to BD’s inquiry, employees, agents or representatives for any purpose other than such purposes as are described herein. The BD may so inform the Auction Agent of that belief. BD shall transmit any list of customers BD believes are Beneficial Owners not, in its capacity as Existing Holder of shares of each such series, submit Orders in such Auction in respect of shares of such series of AMPS and information related thereto only to its officers, employees, agents or representatives covering in the Corporate Trust and Agency Group who need to know aggregate more than the number of shares of such information for the purposes of acting in accordance with this Agreement, and series specified by the Auction Agent shall prevent the transmission of such information in response 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 AgentBD’s inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the AMPSDate, the Auction Agent shall advise BD by telephone of the Reference Applicable Determining 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 shall have given the notice of the next succeeding Auction with respect to such series of MAPS 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 shall notify customers of BD that BD believes are Beneficial Owners Existing Holders of AMPS such series of MAPS of such change in the Auction Date. (c) The Auction Agent from time to time may request BD to provide it the Auction Agent with a list of its customers that are Existing Holders of the respective customers BD believes are Beneficial Owners of shares of each series of AMPSMAPS. BD shall comply with any such request, request and the Auction Agent shall keep confidential all information contained in such a list (as well as any such information, including other information received as to the identity of Bidders in any Auction) and, and except as provided in Section 2.8 of the Auction Agent Agreement, shall not disclose any such information so provided to any Person other than the Fund; relevant Broker-Dealer and the Company. (d) The Auction Agent is not required to accept the Master Purchaser's Letter for any Potential Holder for an Auction or any amendment to any Master Purchaser's Letter unless it is notified by the BD holding such information shall not be used letters by 3:00 P.M. on the Business Day next immediately preceding such Auction. (e) The Auction Agent will provide copies of the notices received by it pursuant to Section 2.2 of the Auction Agent or Agreement to each Broker-Dealer promptly after receiving such notices. BD will use its officers, employees, agents or representatives for any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of best efforts to give similar notice to each series of 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, Existing Holder 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 Agentpurchased MAPS through BD.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the each series of AMPS, the Auction Agent shall advise BD and the Company by telephone 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 shall notify customers of BD that BD believes are Beneficial Owners of shares of Series D AMPS of such change in the Auction Date. (c) The Auction Agent On the date of this Agreement, and from time to time may upon request of the Auction Agent, BD to will provide it the Auction Agent with a list of the respective customers BD believes are Beneficial Owners Existing Holders and the number of shares of each series of AMPSSeries D AMPS held by such Existing Holders. 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 the Fund; respective Broker-Dealer and such information shall not be used the Company, unless otherwise required by law. Notwithstanding the above, and as necessary to comply with applicable securities laws, either the Auction Agent or its officers, employees, agents or representatives for BD may disclose to anyone any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list information with respect to the United States federal income tax treatment and tax structure of customers BD believes are Beneficial Owners of shares of each series of 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 Agentarrangement.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for a Series of the AMPSARS, the Auction Agent shall advise BD by telephone of the Reference Applicable LIBOR Rate and the United States Treasury Security Rate and not later than 9:30 a.m. on each Auction Date for the ARS, the Auction Agent shall advise BD of the Net Loan Rate, the All Hold Rate and the Maximum Applicable Rate in effect on such Auction DateRate. (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 (viivi) 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. a.m. on the new Auction Date or and 9:15 A.M. a.m. on the old Auction Date. Thereafter, BD shall promptly shall notify customers of BD that BD believes are Beneficial Owners of AMPS Existing Note Holders of such change in the Auction Date. (c) The Auction Agent from time to time may request that BD to provide it with a list of the respective customers BD believes are Beneficial Owners Existing Note Holders of shares a Series of the ARS and the aggregate principal amounts of ARS of such Series specifically owned by each series of AMPSsuch 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 the FundTrustee, the Issuer and BD; and provided that the Auction Agent reserves the right to disclose any such information shall if it is advised by its counsel that such failure would be unlawful. (d) The Auction Agent is not be used required to accept the Master Purchaser's Letter of any Potential Note Holder who wishes to submit a Bid for the first time in any Auction or of any Potential Note Holder or Existing Note Holder who wishes to amend its Master Purchaser's Letter unless it is received by the Auction Agent or its officers, employees, agents or representatives for any purpose other than by 3:00 p.m. on the Business Day preceding such purposes as are described hereinAuction. The Auction Agent BD shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of AMPS and information related thereto only promptly deliver 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 two copies of any of its officers, employees, agents Master Purchaser's Letter or representatives after they have left the employ of the Auction Agentany amended Master Purchaser's Letter received from any Potential Note Holder or Existing Note Holder.

Preparation for Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for the each series of AMPS, the Auction Agent shall advise BD and the Company by telephone 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 shall notify customers of BD that BD believes are Beneficial Owners of shares of Series H AMPS or Series I AMPS, as the case may be, of such change in the Auction Date. (c) The Auction Agent On the date of this Agreement, and from time to time may upon request of the Auction Agent, BD to will provide it the Auction Agent with a list of the respective customers BD believes are Beneficial Owners Existing Holders and the number of shares of each series of AMPSSeries H AMPS or Series I AMPS held by such Existing Holders. 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 the Fund; respective Broker-Dealer and such information shall not be used the Company, unless otherwise required by law. Notwithstanding the above, and as necessary to comply with applicable securities laws, either the Auction Agent or its officers, employees, agents or representatives for BD may disclose to anyone any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list information with respect to the United States federal income tax treatment and tax structure of customers BD believes are Beneficial Owners of shares of each series of 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 Agentarrangement.

Preparation for Each Auction. (a) Not later than 9:30 10:30 A.M. on each Auction Date for the AMPSDate, the Auction Agent shall advise BD by telephone of the Reference Rate Maximum Rate, the All Hold Rate, the Net Loan Rate, and the Maximum Applicable Rate in effect on such Auction DateLIBOR 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 (viiviii) 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 and 9:15 A.M. on the old Auction Date. Thereafter, BD shall promptly shall notify customers of BD that BD believes are Beneficial Existing Owners of AMPS of such change in the Auction Date. (c) The Auction Agent from time to time 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 AMPSsuch 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 the Fund; 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. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of 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, provided that the Auction Agent shall have no responsibility reserves the right to disclose, any such information if it is advised by its counsel that such failure would be unlawful or would subject the Auction Agent to liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agentwhich it has not received indemnity satisfactory to it.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the AMPSDate, the Auction Agent shall advise BD by telephone or other electronic means, to be confirmed in writing by the Auction Agent, of the Maximum Rate, Reference Rate Rate(s) and the Maximum Applicable Rate in effect on such Auction DateTreasury Note Rate(s). (b) In BD shall cause the event that Maximum Rate to be communicated as promptly as practicable to its customers who hold or may be interested in 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. a.m. on the Business Day preceding the new Auction Date or Date, and (y) 9:15 A.M. a.m. on the old original Auction Date. Thereafter, BD shall promptly shall notify customers of BD that BD believes are Beneficial Owners of AMPS Existing Holders of such change in the Auction Date. (cd) The If required by applicable law, or requested by the Auction Agent from time to time may request Agent, BD to shall 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 AMPSthe 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 the Fund; and other parties hereto, provided that the Auction Agent each reserves the right to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory, judicial or quasi-judicial agency, (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 satisfactory to it. (e) BD agrees to maintain a list of customers relating to a series of Preferred Shares and to use its best efforts, subject to existing laws and regulations, to contact the customers on such list whom BD believe 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. (f) The Auction Agent's registry of Existing Holders of shares of a series of Preferred Shares shall be used 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 a series of preferred Shares and 9:30 A.M. on the Auction Date for such Auction to ascertain the number of shares of such series 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 shares of such series than specified by the Auction Agent or its officersin response to BD's inquiry, employees, agents or representatives for any purpose other than such purposes as are described herein. The BD may so inform the Auction Agent of that belief. BD shall transmit any list of customers BD believes are Beneficial Owners not, in its capacity as Existing Holder of shares of each such series, submit Orders in such Auction in respect of shares of such series of AMPS and information related thereto only to its officers, employees, agents or representatives covering in the Corporate Trust and Agency Group who need to know aggregate more than the number of shares of such information for the purposes of acting in accordance with this Agreement, and series specified by the Auction Agent shall prevent the transmission of such information in response 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 AgentBD's inquiry.

Preparation for Each Auction. (a) Not later than 9:30 A.M. a.m. on each Auction Date for the AMPSPreferred Shares, the Auction Agent shall advise BD by telephone or other electronic means, and shall promptly confirm such advice in writing, of (i) the Maximum Rate and (ii) when applicable, the Reference Rate and Rate. BD shall cause the Maximum Applicable Rate to be communicated as promptly as practicable to its customers who hold or may be interested in effect acquiring Preferred Shares. 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. (b) In , the event that 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. a.m. on the new Auction Date or Date, and (y) 9:15 A.M. a.m. on the old original Auction Date. Thereafter, BD shall promptly shall notify customers of BD that BD believes are Beneficial Owners of AMPS Existing Holders of such change in the Auction Date. (c) The . If required by applicable law, or requested by the Auction Agent from time to time may request Agent, BD to shall 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 AMPSthe 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 the Fund; and other parties hereto, provided that the Auction Agent reserves the right 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 satisfactory to it. 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. Nothing herein shall not require BD to submit an Order for any customer in any Auction. The Auction Agent's registry of Existing Holders of Preferred Shares shall be used 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 Preferred Shares and 9:30 a.m. on the Auction Date for such Auction to ascertain the number of Preferred Shares 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 Preferred Shares than specified by the Auction Agent or its officersin response to BD's inquiry, employees, agents or representatives for any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of 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 may so inform the Auction Agent of that belief. BD shall prevent not, in its capacity as Existing Holder of Preferred Shares, submit Orders in such Auction in respect of Preferred Shares covering in the transmission aggregate more than the number of such information to others and shall cause its officers, employees, agents and representatives to abide Preferred Shares 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 officers, employees, agents or representatives after they have left the employ of the Auction Agentin response to BD's inquiry.