Common use of Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures Clause in Contracts

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D C AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D F AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary APS Provisions provide that the Applicable Rate on shares of Series D AMPS per annum for the APS for each Subsequent Dividend Period therefor after the Initial Dividend Period shall with respect to the APS shall, except under certain conditions, be equal to the rate per annum that a commercial bank, bank or trust company or other financial institution appointed by the Company Fund advises results has resulted on the Business Day preceding the first day of such Subsequent Dividend Period from implementation of the Auction Procedures. Each periodic implementation of the Auction Procedures is hereinafter referred to as an "Auction." The Board of Directors of the Company Trustees has adopted a resolution appointing The Bank of New York Bankers Trust Company as Auction Agent for purposes of the Auction ProceduresProcedures for the APS. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall to follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS APS for the next each Subsequent Dividend Period therefor. Each periodic operation of such procedures thereof for which the Applicable Rate is hereinafter referred to as be determined by an "Auction." (ba) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on On each Auction Date, it shall follow the procedures set forth in this Section 2 and provisions of the Auction Procedures will be followed by the Auction Agent for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period thereforPeriod. Each periodic operation implementation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof of this Agreement to the same extent as if such provisions were fully set forth fully herein. (c) BD agrees to act as, and assumes the obligations of and limitations and restrictions placed upon, a Broker-Dealer under this Agreement. In BD understands that other persons meeting the case requirements specified in the definition of any conflict between "Broker-Dealer" contained in the terms Amended Bylaws may execute a Broker-Dealer Agreement and participate as Broker-Dealers in Auctions. (d) BD acknowledges and agrees that each provision of any document the Auction Procedures that requires BD to perform an obligation or procedure is hereby incorporated herein by reference and that this Agreement shall constitute the terms hereofTrust's instruction, the Auction Agent isand BD hereby agrees, subject to its obligations as set forth in Section 6.1, authorized to perform such obligations and procedures without further request by or instructions from the Trust. (e) BD may participate in Auctions for its duties according to the terms hereof, and shall have no liability for so doingown account.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary APS Provisions provide that the Applicable Rate on shares of Series D AMPS per annum for the APS for each Subsequent Dividend Period therefor after the Initial Dividend Period shall with respect to the APS shall, except under certain conditions, be equal to the rate per annum that a commercial bank, bank or trust company or other financial institution appointed by the Company Fund advises results has resulted on the Business Day preceding the first day of such Subsequent Dividend Period from implementation of the Auction ProceduresProcedures for such APS. Each periodic implementation of the Auction Procedures is hereinafter referred to as an "Auction." The Board of Directors of the Company Trustees has adopted a resolution appointing The Bank of New York Bankers Trust Company as Auction Agent for purposes of the Auction ProceduresProcedures for the APS. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall to follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS APS for the next each Subsequent Dividend Period therefor. Each periodic operation of such procedures thereof for which the Applicable Rate is hereinafter referred to as be determined by an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide Certificate of Designation provides that the Applicable Rate on shares of Series D the AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors Trustees of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D the AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide Paragraph 3 of Article Sixth of the Charter provides that the Applicable Rate on shares of the Series D AMPS AMPS, for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company Auction Agent advises results from implementation of the Auction Procedures. The Pursuant to a resolution adopted by the Board of Directors of the Company, the Company has adopted a resolution appointing The appointed Deutsche Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the Series D AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide Certificate of Designation provides that the Applicable Rate on shares of Series D B AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company Trust advises results from implementation of the Auction Procedures. The Board of Directors Trustees of the Company Trust has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D M7 AMPS, Series T7 AMPS, Series W7 AMPS, Series TH7 AMPS, Series F7 AMPS, Series W28 AMPS and Series TH28 AMPS, as the case may be, for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D AMPS M28 Preferred Shares or Series M7 Preferred Shares, as the case may be, for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company company, or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York Bankers Trust Company as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS Series M28 Preferred Shares or the Series M7 Preferred Shares, as the case may be, for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction"." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D AMPS F28 Preferred Shares or Series F7 Preferred Shares, as the case may be, for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company company, or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York Bankers Trust Company as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS Series F28 Preferred Shares or the Series F7 Preferred Shares, as the case may be, for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D E AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D M7 AMPS, Series T7 AMPS, Series W7 AMPS, Series TH7 AMPS and Series F7 AMPS, as the case may be, for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) 1. The Articles Supplementary provide that the Applicable Rate on shares of Series D AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company company, or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York IBJ Schrxxxx Xxxk & Trust Company as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS AMPS, for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) 2. All of the provisions contained in the Auction Auction. Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a1) The Articles Supplementary Amended By-laws provide that the Applicable Rate on shares of Series D AMPS APS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company Fund advises results from implementation of the Auction Procedures. The Board of Directors Trustees of the Company Fund has adopted a resolution appointing The Deutsche Bank of New York Trust Company Americas as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS APS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b2) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide Paragraph 3 of Article Sixth of the Charter provides that the Applicable Rate on shares of the Series D AMPS E AMPS, for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company Auction Agent advises results from implementation of the Auction Procedures. The Pursuant to a resolution adopted by the Board of Directors of the Company, the Company has adopted a resolution appointing The appointed Deutsche Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the Series E AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D M7 AMPS and Series T7 AMPS, as the case may be, for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide Certificate of Designation provides that the Applicable Rate on shares of Series D AMPS the Preferred Shares for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company company, or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors Trustees of the Company has adopted a resolution appointing The Bank of New York Bankers Trust Company as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS Preferred Shares for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction"." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide Certificate of Designation provides that the Applicable Rate on shares of Series D AMPS the APS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors Trustees of the Company has adopted a resolution appointing The Deutsche Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS APS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide Certificate of Designation provides that the Applicable Rate on shares of Series D C AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company Trust advises results from implementation of the Auction Procedures. The Board of Directors Trustees of the Company Trust has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D G AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide Statement provides that the Applicable Rate on shares each series of Series D AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company Fund advises results from the implementation of the Auction Procedures. The Board of Directors Trustees of the Company Fund has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period thereforPeriod. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to shall not be liable for its obligations as set forth actions or inaction in Section 6.1, authorized to perform its duties according to accordance with the terms hereof, and shall have no liability for so doingof this Agreement.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide Paragraph 3 of Article Sixth of the Charter provides that the Applicable Rate on shares of the Series D AMPS F AMPS, for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company Auction Agent advises results from implementation of the Auction Procedures. The Pursuant to a resolution adopted by the Board of Directors of the Company, the Company has adopted a resolution appointing The appointed Deutsche Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the Series F AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide Indenture provides that the Applicable interest rate on Auction Rate on shares of Series D AMPS Notes for each Dividend Auction Period therefor after the Initial Dividend Period Period, except as otherwise provided in the Auction Procedures, shall be be, subject to certain exceptions, equal to the rate per annum Auction Rate that a commercial bank, trust company or other financial institution appointed by the Company Auction Agent advises results has resulted on the Auction Date from the implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing Issuer hereby appoints The Bank of New York as Auction Agent for purposes to perform all duties and obligations of the Auction ProceduresAgent set forth herein. The Auction Agent Bank of New York hereby accepts such appointment as Auction Agent and agrees thatit will perform such duties and obligations, including, without limitation, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of of, among other things, determining the Applicable applicable Auction Rate for each Auction Period (other than the AMPS for the next Dividend Period thereforInitial Period). Each periodic operation of such procedures is hereinafter referred to as an "“Auction”." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereofof this Agreement, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and of this Agreement shall have no liability for so doinggovern.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide Paragraph 3 of Article XII of the Charter provides that the Applicable Rate on shares of Series D AMPS the AMPS, for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company Auction Agent advises results from implementation of the Auction Procedures. The Pursuant to a resolution adopted by the Board of Directors of the Company, the Company has adopted a resolution appointing The appointed Deutsche Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide Paragraph 3 of Article Sixth of the Charter provides that the Applicable Rate on shares of the Series D AMPS G AMPS, for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company Auction Agent advises results from implementation of the Auction Procedures. The Pursuant to a resolution adopted by the Board of Directors of the Company, the Company has adopted a resolution appointing The appointed Deutsche Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the Series G AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D B AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D A AMPS or Series B AMPS, as the case may be, for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company company, or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The IBJ Xxxxxxxx Bank of New York & Trust Company as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS AMPS, for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if ---- such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide Paragraph 3 of Article Sixth of the Charter provides that the Applicable Rate on shares of the Series D H AMPS or Series I AMPS, as the case may be, for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company Auction Agent advises results from implementation of the Auction Procedures. The Pursuant to a resolution adopted by the Board of Directors of the Company, the Company has adopted a resolution appointing The appointed Deutsche Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the Series H AMPS or Series I AMPS, as the case may be, for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D [ ]28 AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide Paragraph 3 of Article Sixth of the Charter provides that the Applicable Rate on shares of the Series D A AMPS, Series B AMPS or Series C AMPS, as the case may be, for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company Auction Agent advises results from implementation of the Auction Procedures. The Pursuant to a resolution adopted by the Board of Directors of the Company, the Company has adopted a resolution appointing The appointed Deutsche Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the Series A AMPS, Series B AMPS or Series C AMPS, as the case may be, for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.

Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Articles Supplementary provide that the Applicable Rate on shares of Series D AMPS for each Dividend Period therefor after the Initial Dividend Period shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures. The Board of Directors of the Company has adopted a resolution appointing The IBJ Whitehall Bank of New York & Trust Company as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for the AMPS for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and in the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were set forth fully herein. In the case of any conflict between the terms of any document incorporated herein by reference and the terms hereof, the Auction Agent is, subject to its obligations as set forth in Section 6.1, authorized to perform its duties according to the terms hereof, and shall have no liability for so doing.