Common use of Preparation of Each Auction Clause in Contracts

Preparation of Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for any series of FundPreferred shares, the Auction Agent shall advise the Broker-Dealers for such series by telephone of the Minimum Rate and Maximum Rate therefor and the AA Composite Commercial Paper Rate(s) and the Treasury Index Rate(s), as the case may be, used in determining the Minimum Rate and Maximum Rate. (b) In the event that any Auction Date for any series of FundPreferred shares shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable shall give notice of such change to the BD, if it is a Broker-Dealer for such series, not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the original Auction Date. Thereafter, the BD shall notify customers of the BD who the BD believes are Existing Holders of FundPreferred shares of such change in the Auction Date. (c) For purposes of maintaining its list of Existing Holders, the Auction Agent for any series of FundPreferred shares from time to time may request any Broker-Dealer to provide such Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of FundPreferred shares such Broker-Dealer believes are owned by such Person. BD shall comply with any such request relating to a series of FundPreferred shares in respect of which BD was named a Broker-Dealer, and the Auction Agent shall keep confidential any such information so provided by BD and shall not disclose any information so provided by BD to any Person other than the Fund and BD; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (d) BD agrees to maintain a list of customers relating to a series of FundPreferred 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 require BD to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of FundPreferred shares shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of a series of FundPreferred 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 in response to BD's inquiry, BD may so inform the Auction Agent of that belief. BD shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD's inquiry.

Preparation of Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for any series of FundPreferred sharesPreferred Shares, the Auction Agent shall advise the Broker-Dealers for such series by telephone of the Minimum Rate and Maximum Rate therefor and the AA Composite Commercial Paper Rate(s) and the Treasury Index Rate(s), as the case may be, used in determining the Minimum Rate and Maximum Rate. (b) In the event that any Auction Date for any series of FundPreferred shares Preferred Shares shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable shall give notice of such change to the BD, if it is a Broker-Dealer for such series, not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the original Auction Date. Thereafter, the BD shall notify customers of the BD who the BD believes are Existing Holders of FundPreferred shares of Preferred Shares of such change in the Auction Date. (c) For purposes of maintaining its list of Existing Holders, the Auction Agent for any series of FundPreferred shares Preferred Shares from time to time may but shall have no obligation to request any Broker-Dealer to provide such Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of FundPreferred shares Preferred Shares such Broker-Dealer believes are owned by such Person. BD shall comply with any such request relating to a series of FundPreferred shares Preferred Shares in respect of which BD was named a Broker-Dealer, and the Auction Agent shall keep confidential any such information so provided by BD and shall not disclose any information so provided by BD to any Person other than the Fund and BD; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to the Broker-Dealer as promptly as practicable. (d) In the event the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to the Broker-Dealer as promptly as possible. (e) BD agrees to maintain a list of customers relating to a series of FundPreferred shares 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 require BD to submit an Order for any customer in any Auction. (ef) The Auction Agent's registry of Existing Holders of shares of a series of FundPreferred shares Preferred Shares shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of a series of FundPreferred shares 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 in response to BD's inquiry, BD may so inform the Auction Agent of that belief. BD shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD's inquiry.

Preparation of Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for any series of FundPreferred sharesthe ATP, the Auction Agent shall advise the Broker-Dealers for such series by telephone of the Minimum Rate and Maximum Applicable Rate therefor and the AA Composite Commercial Paper Rate(s) and the Treasury Index Rate(s), as the case may be, used in determining the Minimum Rate and Maximum Applicable Rate. (b) In the event that any Auction Date for any series of FundPreferred shares the ATP shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable shall give notice of such change to the BD, if it is a Broker-Dealer for such series, BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the original old Auction Date. Thereafter, the BD shall notify customers of the BD who the BD believes are Existing Holders of FundPreferred shares of ATP of such change in the Auction Date. (c) For purposes of maintaining its list of Existing Holders, the The Auction Agent for any series of FundPreferred shares from time to time may request any the Broker-Dealer Dealers to provide such the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Dealers believe are Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of FundPreferred shares such Broker-Dealer believes are owned by such PersonATP. BD shall comply with any such request relating to a series of FundPreferred shares in respect of which BD was named a Broker-Dealerrequest, and the Auction Agent shall keep confidential any such information so provided by BD and shall not disclose any information so provided by BD to any Person other than the Fund and BD; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (d) BD agrees The Auction Agent is not required to maintain a list accept the Master Purchaser's Letter of customers relating to a series of FundPreferred 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 any Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD who wishes to submit an Order for the first time in an Auction or of any customer in any Auction. (e) The Auction AgentPotential Holder or Existing Holder who wishes to amend its Master Purchaser's registry of Existing Holders of shares of a series of FundPreferred shares shall be conclusive and binding on BD. BD may inquire of Letter unless such letter or amendment is received by the Auction Agent between by 3:00 P.M. on the Business Day preceding an Auction for shares of a series of FundPreferred 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 in response to BD's inquiry, BD may so inform the Auction Agent of that belief. BD shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD's inquiryAuction.

Preparation of Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for any series of FundPreferred sharesPreferred Shares, the Auction Agent shall advise the Broker-Dealers for such series by telephone of the Minimum Rate and Maximum Rate therefor and the AA Composite Commercial Paper LIBOR Rate(s) and the Treasury Index Rate(s), as the case may be, used in determining the Minimum Rate and Maximum Rate. (b) In the event that any Auction Date for any series of FundPreferred shares Preferred Shares shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable shall give notice of such change to the BD, if it is a Broker-Dealer for such series, not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the original Auction Date. Thereafter, the BD shall notify customers of the BD who the BD believes are Existing Holders of FundPreferred shares of Preferred Shares of such change in the Auction Date. (c) For purposes of maintaining its list of Existing Holders, the Auction Agent for any series of FundPreferred shares Preferred Shares from time to time may but shall have no obligation to request any Broker-Dealer to provide such Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of FundPreferred shares Preferred Shares such Broker-Dealer believes are owned by such Person. BD shall comply with any such request relating to a series of FundPreferred shares Preferred Shares in respect of which BD was named a Broker-Dealer, and the Auction Agent shall keep confidential any such information so provided by BD and shall not disclose any information so provided by BD to any Person other than the Fund and BD; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (d) In the event the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to the Broker-Dealer as promptly as possible. (e) BD agrees to maintain a list of customers relating to a series of FundPreferred shares 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 require BD to submit an Order for any customer in any Auction. (ef) The Auction Agent's registry of Existing Holders of shares of a series of FundPreferred shares Preferred Shares shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of a series of FundPreferred shares 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 in response to BD's inquiry, BD may so inform the Auction Agent of that belief. BD shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD's inquiry.

Preparation of Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for any series of FundPreferred sharesTAPS, the Auction Agent shall advise the Broker-Dealers for such series by telephone of the Minimum Rate and Maximum Rate therefor and the AA Composite Commercial Paper Rate(s) and the Treasury Index Rate(s), as the case may be, used in determining the Minimum Rate and Maximum Rate. (b) In the event that any Auction Date for any series of FundPreferred shares TAPS shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable shall give notice of such change to the BD, if it is a Broker-Dealer for such series, not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the original old Auction Date. Thereafter, the BD shall notify customers of the BD who the BD believes are Existing Holders of FundPreferred shares of TAPS of such change in the Auction Date. (c) For purposes of maintaining its list of Existing Holders, the Auction Agent for any series of FundPreferred shares TAPS from time to time may request any Broker-Dealer to provide such Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of FundPreferred shares TAPS such Broker-Dealer believes are owned by such Person. BD shall comply with any such request relating to a series of FundPreferred shares TAPS in respect of which BD was named a Broker-Dealer, and the Auction Agent shall keep confidential any such information so provided by BD and shall not disclose any information so provided by BD to any Person other than the Fund and BD; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (d) BD agrees to maintain a list of customers relating to a series of FundPreferred shares TAPS and to use its best efforts, subject to existing laws and regulations, to contact the customers on such list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of FundPreferred shares TAPS shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of a series of FundPreferred shares TAPS 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 in response to BD's inquiry, BD may so inform the Auction Agent of that belief. BD shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD's inquiry.

Preparation of Each Auction. Maintenance of Existing Holder ----------------------------------------------------------- Registry. -------- (a) A list of Broker-Dealers with respect to the Series 2000-1 Notes (showing Xxxxxxx Xxxxx Xxxxxx Inc. as the sole initial Broker-Dealer) is attached as Exhibit A to this Auction Agent Agreement. Not later than 9:30 A.M. on each seven days prior to any Auction Date for which any series change in such list of FundPreferred sharesBroker- Dealers is to be effective, the Trustee, at the direction of an Authorized Issuer Officer, will notify the Auction Agent shall advise in writing of such change and, if any such change is the addition of a Broker-Dealers Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement manually signed by such series by telephone Broker- Dealer. The Auction Agent shall have entered into a Broker-Dealer Agreement with each Broker-Dealer prior to the participa tion of the Minimum Rate and Maximum Rate therefor and the AA Composite Commercial Paper Rate(s) and the Treasury Index Rate(s), as the case may be, used any such Broker- Dealer in determining the Minimum Rate and Maximum Rateany Auction. (b) In the event that any day that is scheduled to be an Auction Date for any series of FundPreferred shares shall be changed after the Auction Agent has shall have given the notice referred of such Auction Date pursuant to in clause (vivii) 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 practicable, shall give notice of such change to the BD, if it is a Broker-Dealer for such series, Broker- Dealers not later than the earlier of 9:15 A.M. a.m., New York City time, on the new Auction Date or and 9:15 A.M. a.m., New York City time, on the original Auction Date. Thereafter, the BD shall notify customers of the BD who the BD believes are Existing Holders of FundPreferred shares of such change in the old Auction Date. (ci) For purposes of maintaining its list of Existing Holders, the Auction Agent for any series of FundPreferred shares from time to time may request any Broker-Dealer to provide such Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of FundPreferred shares such Broker-Dealer believes are owned by such Person. BD shall comply with any such request relating to a series of FundPreferred shares in respect of which BD was named a Broker-Dealer, and the The Auction Agent shall keep confidential any such information so provided by BD and shall not disclose any information so provided by BD to any Person other than the Fund and BD; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (d) BD agrees to maintain a list current registry of customers relating to a series of FundPreferred shares Persons that are Broker-Dealers, compiled initially on the Closing Date as described below, 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 Ownerthat hold Series 2000-1 Notes, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of FundPreferred shares shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of a series of FundPreferred 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 dealing with the Auction Agent in response to BD's inquiry, BD may so inform connection with an Auction (such registry being herein called the Auction Agent of that belief. BD shall not, in its capacity as "Existing Holder Registry"). Such Persons shall constitute the "Existing Holders" for purposes of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by dealing with the Auction Agent in response connection with an Auction. The Auction Agent shall indicate in the Existing Holder Registry for each Existing Holder the identity of the Broker-Dealer which submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to BD's inquiry.hold or purchasing the Series 2000- 1 Notes. Pursuant to its Broker-Dealer Agreement, Xxxxxxx Xxxxx Barney Inc., as the sole initial Broker-Dealer with respect to the Series 2000-1 Notes, has agreed to provide to the Auction Agent on the Closing Date the names and addresses of the Persons who are to be initially listed on the Existing Holder Registry as constituting the initial Existing Holders of Series 2000-1 Notes for purposes of dealing with the Auction Agent in connection with

Preparation of Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for any series of FundPreferred sharesPreferred Shares, the Auction Agent shall advise the Broker-Dealers for such series by telephone of the Minimum Rate and Maximum Rate therefor and the AA Composite Commercial Paper Rate(s) and the Treasury Index Rate(s), as the case may be, used in determining the Minimum Rate and Maximum Rate. (b) In the event that any Auction Date for any series of FundPreferred shares Preferred Shares shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable shall give notice of such change to the BD, if it is a Broker-Dealer for such series, not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the original Auction Date. Thereafter, the BD shall notify customers of the BD who the BD believes are Existing Holders of FundPreferred shares of Preferred Shares of such change in the Auction Date. (c) For purposes of maintaining its list of Existing Holders, the Auction Agent for any series of FundPreferred shares Preferred Shares from time to time may but shall have no obligation to request any Broker-Dealer to provide such Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of FundPreferred shares Preferred Shares such Broker-Dealer believes are owned by such Person. BD shall comply with any such request relating to a series of FundPreferred shares Preferred Shares in respect of which BD was named a Broker-Dealer, and the Auction Agent shall keep confidential any such information so provided by BD and shall not disclose any information so provided by BD to any Person other than the Fund and BD; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. In the event the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to the Broker-Dealer as promptly as practicable. (d) In the event the Auction Agent is required to disclose information in accordance with the foregoing sentence, it shall provide written notice of such requirement to the Broker-Dealer as promptly as possible. (e) BD agrees to maintain a list of customers relating to a series of FundPreferred shares 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 require BD to submit an Order for any customer in any Auction. (ef) The Auction Agent's ’s registry of Existing Holders of shares of a series of FundPreferred shares Preferred Shares shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of a series of FundPreferred shares 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 in response to BD's ’s inquiry, BD may so inform the Auction Agent of that belief. BD shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD's ’s inquiry.

Preparation of Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for any series of FundPreferred sharesFundNotes, the Auction Agent shall advise the Broker-Dealers for such series by telephone of the Minimum Rate and Maximum Rate therefor and the AA Composite Commercial Paper Rate(s) and the Treasury Index Rate(s), as the case may be, used in determining the Minimum Rate and Maximum Rate. (b) In the event that any Auction Date for any series of FundPreferred shares FundNotes shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable shall give notice of such change to the BD, if it is a Broker-Dealer for such series, not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the original Auction Date. Thereafter, the BD shall notify customers of the BD who the BD believes are Existing Holders of FundPreferred shares FundNotes of such change in the Auction Date. (c) For purposes of maintaining its list of Existing Holders, the Auction Agent for any series of FundPreferred shares FundNotes from time to time may request any Broker-Dealer to provide such Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number principal amount of shares FundNotes of such series of FundPreferred shares such Broker-Dealer believes are owned by such Person. BD shall comply with any such request relating to a series of FundPreferred shares FundNotes in respect of which BD was named a Broker-Dealer, and the Auction Agent shall keep confidential any such information so provided by BD and shall not disclose any information so provided by BD to any Person other than the Fund and BD; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (d) BD agrees to maintain a list of customers relating to a series of FundPreferred shares FundNotes and to use its best efforts, subject to existing laws and regulations, to contact the customers on such list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares FundNotes of a series of FundPreferred shares shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of a series of FundPreferred shares FundNotes and 9:30 A.M. on the Auction Date for such Auction to ascertain the number principal amount of shares FundNotes 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 FundNotes of such series than specified by the Auction Agent in response to BD's inquiry, BD may so inform the Auction Agent of that belief. BD shall not, in its capacity as Existing Holder of shares FundNotes of such series, submit Orders in such Auction in respect of shares FundNotes of such series covering in the aggregate more than the number principal amount of shares FundNotes of such series specified by the Auction Agent in response to BD's inquiry.

Preparation of Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for any series of FundPreferred sharesthe TARPS, the Auction Agent shall advise the Broker-Dealers for such series by telephone of the Minimum Rate and Maximum Applicable Rate therefor and the AA Composite Commercial Paper Rate(s) and the Treasury Index Rate(s), as the case may be, used in determining the Minimum Rate and Maximum Applicable Rate. (b) In the event that any Auction Date for any series of FundPreferred shares the TARPS shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable shall give notice of such change to the BD, if it is a Broker-Dealer for such series, BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the original old Auction Date. Thereafter, the BD shall notify customers of the BD who the BD believes are Existing Holders of FundPreferred shares of TARPS of such change in the Auction Date. (c) For purposes of maintaining its list of Existing Holders, the The Auction Agent for any series of FundPreferred shares from time to time may request any the Broker-Dealer Dealers to provide such the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Dealers believe are Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of FundPreferred shares such Broker-Dealer believes are owned by such PersonTARPS. BD shall comply with any such request relating to a series of FundPreferred shares in respect of which BD was named a Broker-Dealerrequest, and the Auction Agent shall keep confidential any such information so provided by BD and shall not disclose any information so provided by BD to any Person other than the Fund and BD; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (d) BD agrees The Auction Agent is not required to maintain a list accept the Master Purchaser's Letter of customers relating to a series of FundPreferred 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 any Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD who wishes to submit an Order for the first time in an Auction or of any customer in any Auction. (e) The Auction AgentPotential Holder or Existing Holder who wishes to amend its Master Purchaser's registry of Existing Holders of shares of a series of FundPreferred shares shall be conclusive and binding on BD. BD may inquire of Letter unless such letter or amendment is received by the Auction Agent between by 3:00 P.M. on the Business Day preceding an Auction for shares of a series of FundPreferred 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 in response to BD's inquiry, BD may so inform the Auction Agent of that belief. BD shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD's inquiryAuction.

Preparation of Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for any series of FundPreferred sharesthe ATP, the Auction Agent shall advise the Broker-Dealers for such series by telephone of the Minimum Rate and Maximum Applicable Rate therefor and the AA Composite Commercial Paper Rate(s) and the Treasury Index Rate(s), as the case may be, used in determining the Minimum Rate and Maximum Applicable Rate. (b) In the event that any Auction Date for any series of FundPreferred shares the ATP shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable shall give notice of such change to the BD, if it is a Broker-Dealer for such series, BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the original old Auction Date. Thereafter, the BD shall notify customers of the BD who the BD believes are Existing Holders of FundPreferred shares of ATP of such change in the Auction Date. (c) For purposes of maintaining its list of Existing Holders, the The Auction Agent for any series of FundPreferred shares from time to time may request any the Broker-Dealer Dealers to provide such the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Dealers believe are Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of FundPreferred shares such Broker-Dealer believes are owned by such PersonATP. BD shall comply with any such request relating to a series of FundPreferred shares in respect of which BD was named a Broker-Dealerrequest, and the Auction Agent shall keep confidential any such information so provided by BD and shall not disclose any information so provided by BD to any Person other than the Fund and BD; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (d) BD agrees The Auction Agent is not required to maintain a list accept the Master Purchaser=s Letter of customers relating to a series of FundPreferred 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 any Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD who wishes to submit an Order for the first time in an Auction or of any customer in any Auction. (e) The Auction Agent's registry of Potential Holder or Existing Holders of shares of a series of FundPreferred shares shall be conclusive and binding on BD. BD may inquire of Holder who wishes to amend its Master Purchaser=s Letter unless such letter or amendment is received by the Auction Agent between by 3:00 P.M. on the Business Day preceding an Auction for shares of a series of FundPreferred 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 in response to BD's inquiry, BD may so inform the Auction Agent of that belief. BD shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD's inquiryAuction.

Preparation of Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for any series of FundPreferred sharesthe TAPS, the Auction Agent shall advise the Broker-Dealers for such series by telephone of the Minimum Rate and Maximum Rate therefor and the AA Composite Commercial Paper Rate(s) and the Treasury Index Rate(s), as the case may be, used in determining the Minimum Rate and Maximum Rate. (b) In the event that any Auction Date for any series of FundPreferred shares the TAPS shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable shall give notice of such change to the BD, if it is a Broker-Dealer for such series, BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the original old Auction Date. [Thereafter, the BD shall notify customers of the BD who the BD believes are Existing Holders of FundPreferred shares of TAPS of such change in the Auction Date.] (c) For purposes of maintaining its list of Existing Holders, the Auction Agent for any series of FundPreferred shares TAPS from time to time may request any Broker-Dealer to provide such Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of FundPreferred shares TAPS such Broker-Dealer believes are owned by such Person. BD shall comply with any such request relating to a series of FundPreferred shares TAPS in respect of which BD was named a Broker-Dealer, and the Auction Agent shall keep confidential any such information so provided by BD and shall not disclose any information so provided by BD to any Person other than the Fund and BD; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (d) BD agrees to maintain a list of customers relating to a series of FundPreferred shares TAPS and to use its best efforts, subject to existing laws and regulations, to contact the customers on such list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of FundPreferred shares TAPS shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of a series of FundPreferred shares TAPS 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 in response to BD's inquiry, BD may so inform the Auction Agent of that belief. BD shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD's inquiry.

Preparation of Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for any series of FundPreferred sharesthe TAPS, the Auction Agent shall advise the Broker-Dealers for such series by telephone of the Minimum Rate and Maximum Rate therefor and the AA Composite Commercial Paper Rate(s) and the Treasury Index Rate(s), as the case may be, used in determining the Minimum Rate and Maximum Rate. (b) In the event that any Auction Date for any series of FundPreferred shares the TAPS shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable shall give notice of such change to the BD, if it is a Broker-Dealer for such series, BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the original old Auction Date. Thereafter, the BD shall notify customers of the BD who the BD believes are Existing Holders of FundPreferred shares of TAPS of such change in the Auction Date. (c) For purposes of maintaining its list of Existing Holders, the Auction Agent for any series of FundPreferred shares TAPS from time to time may request any Broker-Dealer to provide such Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of FundPreferred shares TAPS such Broker-Dealer believes are owned by such Person. BD shall comply with any such request relating to a series of FundPreferred shares TAPS in respect of which BD was named a Broker-Dealer, and the Auction Agent shall keep confidential any such information so provided by BD and shall not disclose any information so provided by BD to any Person other than the Fund and BD; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (d) BD agrees to maintain a list of customers relating to a series of FundPreferred shares TAPS and to use its best efforts, subject to existing laws and regulations, to contact the customers on such list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of FundPreferred shares TAPS shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of a series of FundPreferred shares TAPS 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 in response to BD's inquiry, BD may so inform the Auction Agent of that belief. BD shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD's inquiry.

Preparation of Each Auction. (a) Not later than 9:30 A.M. on each Auction Date for any series of FundPreferred sharesthe ATP, the Auction Agent shall advise the Broker-Dealers for such series by telephone of the Minimum Rate and Maximum Applicable Rate therefor and the AA Composite Commercial Paper Rate(s) and the Treasury Index Rate(s), as the case may be, used in determining the Minimum Rate and such Maximum Applicable Rate. (b) In the event that any Auction Date for any series of FundPreferred shares the ATP shall be changed after the Auction Agent has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable practicable, shall give notice of such change to the BD, if it is a Broker-Dealer for such series, BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the original old Auction Date. Thereafter, the BD shall promptly notify customers of the BD who the BD believes are Existing Holders of FundPreferred shares of ATP of such change in the Auction Date. (c) For purposes of maintaining its list of Existing Holders, the Auction Agent for any series of FundPreferred shares from time to time may request any the Broker-Dealer Dealers to provide such the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Dealers believe are Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of FundPreferred shares such Broker-Dealer believes are owned by such PersonATP. BD shall comply with any such request relating to a series of FundPreferred shares in respect of which BD was named a Broker-Dealerrequest, and the Auction Agent shall keep confidential any such information so provided by BD and shall not disclose any information so provided by BD to any Person other than the Fund and BD; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it. (d) BD agrees The Auction Agent is not required to maintain a list accept the Master Purchaser's Letter of customers relating to a series of FundPreferred 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 any Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD who wishes to submit an Order for the first time in an Auction or of any customer in any Auction. (e) The Auction AgentPotential Holder or Existing Holder who wishes to amend its Master Purchaser's registry of Existing Holders of shares of a series of FundPreferred shares shall be conclusive and binding on BD. BD may inquire of Letter unless such letter or amendment is received by the Auction Agent between by 3:00 P.M. on the Business Day preceding an Auction for shares of a series of FundPreferred 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 in response to BD's inquiry, BD may so inform the Auction Agent of that belief. BD shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD's inquiryAuction.