Common use of Settlement Clause in Contracts

Settlement. (a) If any Existing Holder selling AMPS in an Auction fails to deliver such AMPS (by authorized book-entry), the BD of any Person that was to have purchased AMPS in such Auction may deliver to such Person a number of Shares of AMPS that is less than the number of Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a). (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS or to pay for AMPS sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If if any Existing Holder selling AMPS or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for shares of MuniPreferred of any series that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of MuniPreferred subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)shares against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to the Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for shares of MuniPreferred of such Person series that was accepted in whole or in part a number of Shares shares of AMPS MuniPreferred of such series that is less than the number of Shares shares of AMPS that otherwise were MuniPreferred of such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial Owner. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial Owner, Potential Holder or an Potential Beneficial Owner or its respective Agent Member or any of them to deliver AMPS shares of MuniPreferred of any series or to pay for AMPS shares of MuniPreferred of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of MuniPreferred and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of MuniPreferred with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS shares of MuniPreferred that have been made in respect of Potential Holders’ , or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of shares of MuniPreferred of any series which represents any departure from the results of an Auction for shares of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.9.

Settlement. (a) If any Existing Holder selling AMPS Preferred Shares in an Auction fails to deliver such AMPS Preferred Shares (by authorized book-entry), the BD of any Person that was to have purchased AMPS Preferred Shares in such Auction may deliver to such Person a number of Preferred Shares of AMPS that is less than the number of Preferred Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Preferred Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Preferred Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPSPreferred Shares, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii2.3(c)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a2.9(a), any delivery or non-non delivery of AMPS Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.3(c)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a2.9(a). (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS Preferred Shares or to pay for AMPS Preferred Shares sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of Preferred Shares and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS Preferred Shares that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS APS in an Auction fails to deliver such AMPS APS (by authorized book-entry), the BD of any Person that was to have purchased AMPS APS in such Auction may deliver to such Person a number of Shares of AMPS APS that is less than the number of Shares of AMPS APS that otherwise were to be purchased by such Person. In such event, the number of Shares of AMPS APS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS APS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPSAPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii2.2(c)(ii) hereofof the Auction Agency Agreement. Notwithstanding the foregoing provisions of this Section 2.7(a)2.8, any delivery or non-non delivery of AMPS APS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.2(c)(ii) hereofof the Auction Agency Agreement. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)2.8. (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS APS or to pay for AMPS APS sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of APS and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of APS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS APS that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS on whose behalf the BD submitted a Hold/Sell Order that was accepted as a Sell Order or a Sell Order that was accepted, in an Auction either case, in whole or in part, fails to instruct its Agent Member to deliver the shares of ATP with respect to which such Order was accepted against payment therefor, the BD shall instruct such Agent Member to deliver such AMPS shares against payment therefor. If (by authorized booki) any Existing Holder on whose behalf a Broker-entry), Dealer other than the BD of any Person has submitted a Hold/Sell Order that was accepted as a Sell Order or a Sell Order that was accepted, in either case, in whole or in part, fails to have purchased AMPS instruct its Agent Member to so deliver the shares of ATP with respect to which such Order was accepted against payment therefor, (ii) such other Broker-Dealer fails to instruct such Existing Holder's Agent Member to deliver such shares and (iii) such Existing Holder is identified to BD by the Auction Agent as provided in Section (a) (v) of the Settlement Procedures as an Existing Holder from whom a Potential Holder on whose behalf BD submitted a Buy Order is to purchase such Auction shares, BD may deliver to such Person Potential Holder a number of Shares shares of AMPS ATP that is less than the number of Shares shares of AMPS that otherwise were ATP to be purchased by such Person. In such event, Potential Holder by the number of Shares of AMPS shares to be so delivered shall be determined by BD. Delivery of purchased from such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereofExisting Holder. Notwithstanding the foregoing provisions terms of this Section 2.7(a)2.7, any delivery or non-delivery of AMPS shares of ATP which represents any departure from the results of an AuctionAuction for such series, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.3(d)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)2.7. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or of liability with respect to the failure of an Existing Holder, Holder or a Potential Holder or an its Agent Member or any of them to deliver AMPS shares of ATP of any series or to pay for AMPS shares of ATP of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS Preferred Shares in an Auction fails to deliver such AMPS Preferred Shares (by authorized book-entry), the BD of any Person that was to have purchased AMPS Preferred Shares in such Auction may deliver to such Person a number of Preferred Shares of AMPS that is less than the number of Preferred Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Preferred Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Preferred Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPSPreferred Shares, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii2.3(c)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a2.9(a), any delivery or non-non delivery of AMPS Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.3(c)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a2.9(a). (b) . Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS Preferred Shares or to pay for AMPS Preferred Shares sold or purchased pursuant to the Auction Procedures or otherwise. (c) . Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of Preferred Shares and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) . Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS Preferred Shares that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.. THE AUCTION AGENT

Settlement. (a) If any Existing Holder selling AMPS or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for shares of Preferred Shares of any series that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of Preferred Shares subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)shares against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to the Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for shares of Preferred Shares of such Person series that was accepted in whole or in part a number of shares of Preferred Shares of AMPS such series that is less than the number of shares of Preferred Shares of AMPS that otherwise were such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial Owner. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial Owner, Potential Holder or an Potential Beneficial Owner or its respective Agent Member or any of them to deliver AMPS shares of Preferred Shares of any series or to pay for AMPS shares of Preferred Shares of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of Preferred Shares and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS shares of Preferred Shares that have been made in respect of Potential Holders’ , or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of shares of Preferred Shares of any series which represents any departure from the results of an Auction for shares of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7.

Settlement. (a) If any Existing Holder selling AMPS or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for shares of MuniPreferred of any series that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of MuniPreferred subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)shares against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to the Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for shares of MuniPreferred of such Person series that was accepted in whole or in part a number of Shares shares of AMPS MuniPreferred of such series that is less than the number of Shares shares of AMPS that otherwise were MuniPreferred of such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial Owner. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial Owner, Potential Holder or an Potential Beneficial Owner or its respective Agent Member or any of them to deliver AMPS shares of MuniPreferred of any series or to pay for AMPS shares of MuniPreferred of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of MuniPreferred and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of MuniPreferred with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS shares of MuniPreferred that have been made in respect of Potential Holders’ , or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of shares of MuniPreferred of any series which represents any departure from the results of an Auction for shares of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.9.

Settlement. (a) If any Existing Holder selling AMPS or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for shares of MuniPreferred of any series that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of MuniPreferred subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)shares against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to the Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for shares of MuniPreferred of such Person series that was accepted in whole or in part a number of Shares shares of AMPS MuniPreferred of such series that is less than the number of Shares shares of AMPS that otherwise were MuniPreferred of such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial Owner. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial Owner, Potential Holder or an Potential Beneficial Owner or its respective Agent Member or any of them to deliver AMPS shares of MuniPreferred of any series or to pay for AMPS shares of MuniPreferred of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of MuniPreferred and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of MuniPreferred with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS shares of MuniPreferred that have been made in respect of Potential Holders’ , or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of shares of MuniPreferred of any series which represents any departure from the results of an Auction for shares of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.9.

Settlement. (a) If any Existing Holder selling AMPS or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for shares of TAPS of any series that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of TAPS subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)shares against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to the Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for shares of TAPS of such Person series that was accepted in whole or in part a number of Shares shares of AMPS TAPS of such series that is less than the number of Shares shares of AMPS that otherwise were TAPS of such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial Owner. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial Owner, Potential Holder or an Potential Beneficial Owner or its respective Agent Member or any of them to deliver AMPS shares of TAPS of any series or to pay for AMPS shares of TAPS of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of TAPS and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of TAPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS shares of TAPS that have been made in respect of Potential Holders’ , or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of shares of TAPS of any series which represents any departure from the results of an Auction for shares of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7.

Settlement. (a) If any Existing Holder selling AMPS in an Auction fails to deliver such AMPS (by authorized book-entry), the BD of any Person that was to have purchased AMPS in such Auction may deliver to such Person a number of Shares of AMPS that is less than the number of Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a). (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS or to pay for AMPS sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of a series of AMPS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of a series of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS in an Auction fails to deliver such AMPS (by authorized book-entry), the BD of any Person that was to have purchased AMPS in such Auction may deliver to such Person a number of Shares of AMPS that is less than the number of Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent a notice in the notice required by Section 2.3(f)(ii) hereof. form attached hereto as Exhibit C. Notwithstanding the foregoing provisions of this Section 2.7(a)2.8, any delivery or non-non delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.2(d)(iii) hereofof the Auction Agency Agreement. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)2.8. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS or to pay for AMPS sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of a series of AMPS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of a series of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for shares of Municipal Preferred of any series that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of Municipal Preferred subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)shares against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to the Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for shares of Municipal Preferred of such Person series that was accepted in whole or in part a number of Shares shares of AMPS Municipal Preferred of such series that is less than the number of Shares shares of AMPS that otherwise were Municipal Preferred of such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial Owner. (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial Owner, Potential Holder or an Potential Beneficial Owner or its respective Agent Member or any of them to deliver AMPS shares of Municipal Preferred of any series or to pay for AMPS shares of Municipal Preferred of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of Municipal Preferred and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of Municipal Preferred with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS shares of Municipal Preferred that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of shares of Municipal Preferred of any series which represents any departure from the results of an Auction for shares of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.9.

Settlement. (a) If After any Existing Holder selling AMPS Performance Share Units vest in an Auction fails to deliver such AMPS (by authorized book-entry)accordance with Section 2, the BD Company shall cause to be issued to the Employee, or to the Employee’s designated beneficiary or estate in the event of any Person that was to have purchased AMPS the Employee’s death, one Share in such Auction may deliver to such Person a number payment and settlement of Shares each vested Performance Share Unit. The Committee shall certify the Total Shareholder Return and the Average Adjusted Return on Equity of AMPS that is less than the Company and the number of Performance Share Units (if any) that are earned pursuant to the terms and conditions hereof, and the Company shall cause the Shares of AMPS that otherwise were to be purchased by such Person. In such event, issuable in connection with the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence vesting of any such failure Performance Share Units to deliver Shares be issued, on or before the 15th day of AMPSthe third calendar month after the date on which the vesting of Performance Share Units occurs, BD and the Employee shall deliver have no power to affect the timing of such issuance. Such issuance shall be evidenced by a stock certificate or appropriate entry on the books of the Company or a duly authorized transfer agent of the Company, shall be subject to the Auction Agent the notice required by tax withholding provisions of Section 2.3(f)(ii) hereof8, and shall be in complete settlement and satisfaction of such vested Performance Share Units. Notwithstanding the foregoing foregoing, if the ownership of or issuance of Shares to the Employee as provided herein is not feasible due to applicable exchange controls, securities or tax laws or other provisions of this Section 2.7(a), any delivery or non-delivery of AMPS which represents any departure from the results of an Auctionapplicable law, as determined by the Auction AgentCommittee in its sole discretion the Employee or the Employee’s legal representative shall receive cash proceeds in an amount equal to the Fair Market Value (as of the date the applicable Performance Share Units are vested) of the Shares otherwise issuable to the Employee or the Employee’s legal representative, shall be net of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery any amount required to satisfy withholding tax obligations as provided in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)8. (b) Neither Upon the Auction Agent nor vesting of any Restricted Shares, such vested Restricted Shares will no longer be subject to forfeiture as provided in Section 6 and the Trust shall Company will, or will cause its transfer agent to, remove all notations and legends and revoke all stock transfer instructions from the book entry or stock certificate evidencing the Restricted Shares so vested as may have any responsibility been made or liability with respect given as a result of the terms of this Agreement, and the Company will deliver to the failure Employee, or the Employee’s designated beneficiary or estate in the event of an Existing Holderthe Employee’s death, a Potential Holder all certificates (or an Agent Member or any of them to deliver AMPS or to pay for AMPS sold or purchased pursuant replacement certificates removing all legends contemplated hereby) in the Company’s custody relating to the Auction Procedures or otherwiseRestricted Shares. (c) Notwithstanding any provision the foregoing, if the common equity of the Auction Procedures surviving entity or acquiring entity (or the Settlement Procedures surviving or acquiring entity’s parent company) in any Corporate Transaction is not listed or quoted on an established securities market at the time of vesting of any Restricted Shares, the Company will deliver to the contrary, Employee or the Employee’s designated beneficiary or estate in the event BD is an Existing Holder with respect to shares of AMPS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contraryEmployee’s death, in the event an Existing Holder or Beneficial Owner lieu of shares of AMPS with respect capital stock not subject to whom a Broker-Dealer submitted a Bid restrictions pursuant hereto, cash in an amount equal to the Auction Agent for such shares that was accepted Fair Market Value (as of the date of closing of the Corporate Transaction) of the Restricted Shares vested pursuant to the terms hereof, net of any amount required to satisfy withholding tax obligations as provided in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial OwnersSection 8.

Settlement. (a) If any Existing Holder selling AMPS or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for shares of MuniPreferred of any series that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of MuniPreferred subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)shares against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to the Potential Holder or Potential Beneficial owner with respect to whom BD submitted a Bid for shares of MuniPreferred of such Person series that was accepted in whole or in part a number of Shares shares of AMPS MuniPreferred of such series that is less than the number of Shares shares of AMPS that otherwise were MuniPreferred of such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial owner. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial owner, Potential Holder or an Potential Beneficial Owner or its respective Agent Member or any of them to deliver AMPS shares of MuniPreferred of any series or to pay for AMPS shares of MuniPreferred of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of MuniPreferred and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of MuniPreferred with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS shares of MuniPreferred that have been made in respect of Potential Holders’ , or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of shares of MuniPreferred of any series which represents any departure from the results of an Auction for shares of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.9.

Settlement. (a) If any Existing Holder selling AMPS or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for shares of MuniPreferred of any series that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of MuniPreferred subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)shares against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to the Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for shares of MuniPreferred of such Person series that was accepted in whole or in part a number of Shares shares of AMPS MuniPreferred of such series that is less than the number of Shares shares of AMPS that otherwise were MuniPreferred of such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial Owner. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial Owner, Potential Holder or an Potential Beneficial Owner or its respective Agent Member or any of them to deliver AMPS shares of MuniPreferred of any series or to pay for AMPS shares of MuniPreferred of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of MuniPreferred and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of MuniPreferred with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS shares of MuniPreferred that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of shares of MuniPreferred of any series which represents any departure from the results of an Auction for shares of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.9.

Settlement. (a) If any Existing Holder selling AMPS Preferred Shares in an Auction fails to deliver such AMPS Preferred Shares (by authorized book-entry), the BD of any Person that was to have purchased AMPS Preferred Shares in such Auction may deliver to such Person a number of Preferred Shares of AMPS that is less than the number of Preferred Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Preferred Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Preferred Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPSPreferred Shares, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii2.3(f) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a2.9(a), any delivery or non-delivery of AMPS Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a2.9(a). (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS Preferred Shares or to pay for AMPS Preferred Shares sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS Preferred Shares and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS Preferred Shares that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ ' Submitted Bids for shares of such series Preferred Shares that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial OwnersHolders.

Settlement. (a) If any Existing Holder selling AMPS Preferred Shares in an Auction fails to deliver such AMPS Preferred Shares (by authorized book-entry), the BD of any Person that was to have purchased AMPS Preferred Shares in such Auction may deliver to such Person a number of Preferred Shares of AMPS that is less than the number of Preferred Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Preferred Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Preferred Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPSPreferred Shares, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii2.3(f) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a2.9(a), any delivery or non-delivery of AMPS Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a2.9(a). (b) Neither the Auction Agent nor the Trust Corporation shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS Preferred Shares or to pay for AMPS Preferred Shares sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS Preferred Shares and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS Preferred Shares that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ ' Submitted Bids for shares of such series Preferred Shares that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial OwnersHolders.

Settlement. (a) If any Existing Holder selling AMPS on whose behalf SSB has submitted a Bid or Sell Order for shares of Preferred Shares that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of Preferred Shares subject to such Bid or Sell Order against payment therefor, SSB shall instruct such Agent Member to deliver such AMPS (by authorized book-entry), the BD of any Person that was to have purchased AMPS in such Auction shares against payment therefor and SSB may deliver to such Person the potential Holder on whose behalf SSB submitted a Bid for shares of Preferred Shares that was accepted in whole or in part a number of shares of Preferred Shares of AMPS that is less than the number of shares of Preferred Shares of AMPS that otherwise were specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Holder. (b) Neither the Auction Agent nor the Trust Company shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an its respective Agent Member or any of them to deliver AMPS shares of Preferred Shares or to pay for AMPS shares of Preferred Shares sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD SSB is an Existing Holder with respect to shares of AMPS Preferred Shares and the Auction procedures Procedures provide that BD SSB shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD SSB fails to submit an Order in that Auction with respect to such shares, BD SSB shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD SSB has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s SSB's records, BD SSB is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS Preferred Shares that have been made in respect of Potential potential Holders’ or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of Preferred Shares which represents any departure from the results of an Auction for shares, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and Potential Beneficial Ownersuntil the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.10.

Settlement. (a) If any Existing Holder selling AMPS in an Auction fails to deliver such AMPS (by authorized book-entry), the BD of any Person that was to have purchased AMPS in such Auction may deliver to such Person a number of Shares of AMPS that is less than the number of Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii2.3(c)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a2.9(a), any delivery or non-non delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.3(c)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a2.9(a). (b) . Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS or to pay for AMPS sold or purchased pursuant to the Auction Procedures or otherwise. (c) . Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of a series of AMPS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) . Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of a series of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. Upon determining the Proper Scope Value and the Excess Termination Costs, if any, Purchaser shall invoice Seller for the termination settlement (a) the "Termination Settlement"): If any Existing Holder selling AMPS in an Auction fails to deliver such AMPS SVD is greater than zero (by authorized book-entry0), then the BD of any Person that was to have purchased AMPS in such Auction may deliver to such Person a number of Shares of AMPS that Termination Settlement = ETC - SVD. If RA is greater than zero (0), then the Termination Settlement = RA + ETC. When: ETC = Excess Termination Cost (but not less than the number of Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered zero) RA = Refund Amount (but not less than zero) SVD = Scope Value Due (but not less than zero) Seller shall be determined by BD. Delivery responsible for making payment of such lesser number invoice within thirty (30) Days of Shares receipt of AMPS such invoice. Any such amounts not paid when due shall constitute good deliveryaccrue interest at the Interest Rate. Upon 17.5 Events of Default by Purchaser17.5 Events of Default by Purchaser. Purchaser shall be in default hereunder upon the occurrence of any such failure to deliver Shares one of AMPSthe following events, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be events of no effect unless default (each an "Event of Purchaser Default") if not cured within thirty (30) Days following delivery to Purchaser of a Notice of such event from Seller or if not curable in such thirty (30) Day period, if Purchaser has not commenced the cure within such period and until does not thereafter diligently pursue such cure, provided that the Auction Agent event described in paragraph (d) below shall be an Event of Purchaser Default upon its occurrence without the aforesaid Notice or cure period: (a) Purchaser shall have assigned or transferred this Agreement or any right or interest herein except as expressly permitted by this Agreement; (b) any representation made by Purchaser in this Agreement shall have been notified of such delivery materially false or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a). (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS or to pay for AMPS sold or purchased pursuant to the Auction Procedures or otherwise. misleading when made; (c) Notwithstanding Purchaser shall have defaulted in its performance under any material provision of the Auction Procedures this Agreement; or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision proceeding is instituted against Purchaser seeking to adjudicate Purchaser as a bankrupt or insolvent, or Purchaser makes a general assignment for the benefit of its creditors, or a receiver is appointed on account of the Auction Procedures insolvency of Purchaser, or the Settlement Procedures Purchaser files a petition seeking to the contrarytake advantage of any other law relating to bankruptcy, insolvency, winding up or composition or readjustment of debts and in the event an Existing Holder or Beneficial Owner case of shares of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for any such shares that was accepted in whole or in part, or submitted or proceeding instituted against Purchaser (but not by Purchaser) such proceeding is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ Submitted Bids for shares not dismissed within sixty (60) Days of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Ownersfiling.

Settlement. (a) If any Existing Holder selling AMPS APS in an Auction fails to deliver such AMPS APS (by authorized book-entry), the BD of any Person that was to have purchased AMPS APS in such Auction may deliver to such Person a number of Shares of AMPS APS that is less than the number of Shares of AMPS APS that otherwise were to be purchased by such Person. In such event, the number of Shares of AMPS APS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS APS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPSAPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii2.2(c)(ii) hereofof the Auction Agency Agreement. Notwithstanding the foregoing provisions of this Section 2.7(a)2.8, any delivery or non-non delivery of AMPS APS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.2(c)(ii) hereofof the Auction Agency Agreement. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)2.8. (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS APS or to pay for AMPS APS sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of APS and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of APS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS APS that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for Preferred Shares of any series that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the Preferred Shares subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)shares against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to the Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for Preferred Shares of such Person series that was accepted in whole or in part a number of Preferred Shares of AMPS such series that is less than the number of Preferred Shares of AMPS that otherwise were such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial Owner. (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial Owner, Potential Holder or an Potential Beneficial Owner or its respective Agent Member or any of them to deliver AMPS Preferred Shares of any series or to pay for AMPS Preferred Shares of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of Preferred Shares and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS Preferred Shares that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of Preferred Shares of any series which represents any departure from the results of an Auction for shares of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.9.

Settlement. (a) If any Existing Holder selling AMPS or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for shares of Municipal Preferred of any series that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of Municipal Preferred subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)shares against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to the Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for shares of Municipal Preferred of such Person series that was accepted in whole or in part a number of Shares shares of AMPS Municipal Preferred of such series that is less than the number of Shares shares of AMPS that otherwise were Municipal Preferred of such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial Owner. (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial Owner, Potential Holder or an Potential Beneficial Owner or its respective Agent Member or any of them to deliver AMPS shares of Municipal Preferred of any series or to pay for AMPS shares of Municipal Preferred of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of Municipal Preferred and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of Municipal Preferred with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS shares of Municipal Preferred that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of shares of Municipal Preferred of any series which represents any departure from the 18 11 results of an Auction for shares of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.9.

Settlement. (a) If any Existing Holder selling AMPS on whose behalf the BD submitted a Hold/Sell Order that was accepted as a Sell Order or a Sell Order that was accepted, in an Auction either case, in whole or in part, fails to instruct its Agent Member to deliver the shares of TARPS with respect to which such Order was accepted against payment therefor, the BD shall instruct such Agent Member to deliver such AMPS shares against payment therefor. If (by authorized booki) any Existing Holder on whose behalf a Broker-entry), Dealer other than the BD of any Person has submitted a Hold/Sell Order that was accepted as a Sell Order or a Sell Order that was accepted, in either case, in whole or in part, fails to have purchased AMPS instruct its Agent Member to so deliver the shares of TARPS with respect to which such Order was accepted against payment therefor, (ii) such other Broker-Dealer fails to instruct such Existing Holder's Agent Member to deliver such shares and (iii) such Existing Holder is identified to BD by the Auction Agent as provided in Section (a) (v) of the Settlement Procedures as an Existing Holder from whom a Potential Holder on whose behalf BD submitted a Buy Order is to purchase such Auction shares, BD may deliver to such Person Potential Holder a number of Shares shares of AMPS TARPS that is less than the number of Shares shares of AMPS that otherwise were TARPS to be purchased by such Person. In such event, Potential Holder by the number of Shares of AMPS shares to be so delivered shall be determined by BD. Delivery of purchased from such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereofExisting Holder. Notwithstanding the foregoing provisions terms of this Section 2.7(a)2.7, any delivery or non-delivery of AMPS shares of TARPS which represents any departure from the results of an AuctionAuction for such series, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.3(d)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)2.7. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or of liability with respect to the failure of an Existing Holder, Holder or a Potential Holder or an its Agent Member or any of them to deliver AMPS shares of TARPS of any series or to pay for AMPS shares of TARPS of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for shares of Preferred Shares of any series that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of Preferred Shares subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)shares against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to the Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for shares of Preferred Shares of such Person series that was accepted in whole or in part a number of shares of Preferred Shares of AMPS such series that is less than the number of shares of Preferred Shares of AMPS that otherwise were such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial Owner. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial Owner, Potential Holder or an Potential Beneficial Owner or its respective Agent Member or any of them to deliver AMPS shares of Preferred Shares of any series or to pay for AMPS shares of Preferred Shares of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of Preferred Shares and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS shares of Preferred Shares that have been made in respect of Potential Holders’ , or Potential Beneficial Owners’ Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of shares of Preferred Shares of any series which represents any departure from the results of an Auction for shares of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7.

Settlement. (a) If any Existing Holder selling AMPS Preferred Shares in an Auction fails to deliver such AMPS Preferred Shares (by authorized book-entry), the BD of any Person that was to have purchased AMPS Preferred Shares in such Auction may deliver to such Person a number of Preferred Shares of AMPS that is less than the number of Preferred Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Preferred Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Preferred Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPSPreferred Shares, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii2.3(f) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a2.9(a), any delivery or non-non delivery of AMPS Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a2.9(a). (b) Neither the Auction Agent nor the Trust Corporation shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS Preferred Shares or to pay for AMPS Preferred Shares sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS Preferred Shares and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS Preferred Shares that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ ' Submitted Bids for shares of such series Preferred Shares that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial OwnersHolders.

Settlement. (a) If any Existing Holder selling AMPS in an Auction fails to deliver such AMPS (by authorized book-entry), the BD of any Person that was to have purchased AMPS in such Auction may deliver to such Person a number of Shares of AMPS that is less than the number of Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii2.3(c)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a2.9(a), any delivery or non-non delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.3(c)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a2.9(a). (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS or to pay for AMPS sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of a series of AMPS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of a series of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS in an Auction fails to deliver such AMPS (by authorized book-entry), the BD of any Person that was to have purchased AMPS in such Auction may deliver to such Person a number of Shares of AMPS that is less than the number of Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii2.2(c)(ii) hereofof the Auction Agency Agreement. Notwithstanding the foregoing provisions of this Section 2.7(a)2.8, any delivery or non-non delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.2(c)(ii) hereofof the Auction Agency Agreement. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)2.8. (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS or to pay for AMPS sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of a series of AMPS and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of a series of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS on whose behalf the BD has submitted a Hold/Sell Order that was accepted as a Sell Order or a Sell Order that was accepted, in an Auction either case, in whole or in part, fails to instruct its Agent Member to deliver the shares of ATP with respect to which such Order was accepted against payment therefor, the BD shall instruct such Agent Member to deliver such AMPS shares against payment therefor. If (by authorized book-entry), i) any Existing Holder on whose behalf a Broker Dealer other than the BD of any Person has submitted a Hold/Sell Order that was accepted as a Sell Order or a Sell Order that was accepted, in either case, in whole or in part, fails to have purchased AMPS instruct its Agent Member to so deliver the shares of ATP with respect to which such Order was accepted against payment therefore, (ii) such other Broker Dealer fails to instruct such Existing Holder's Agent Member to deliver such shares and (iii) such Existing Holder is identified to BD by the Auction Agent as provided in Section (a)(v) of the Settlement Procedures as an Existing Holder from whom a Potential Holder on whose behalf BD submitted a Buy Order is to purchase such Auction shares, BD may deliver to such Person Potential Holder a number of Shares shares of AMPS ATP that is less than the number of Shares shares of AMPS that otherwise were ATP to be purchased by such Person. In such event, Potential Holder by the number of Shares of AMPS shares to be so delivered shall be determined by BDpurchased from such Existing Holder. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPSNotwithstanding, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions terms of this Section 2.7(a)2.7, any delivery or non-delivery of AMPS shares of ATP which represents any departure from the results of an AuctionAuction for such series, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.3(e)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)2.7. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an its respective Agent Member or any of them to deliver AMPS shares of ATP of any series or to pay for AMPS shares of ATP of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for FundNotes of any series that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the FundNotes subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)FundNotes against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to the Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for FundNotes of such Person a number series that was accepted in whole or in part the principal amount of Shares FundNotes of AMPS such series that is less than the number principal amount of Shares FundNotes of AMPS that otherwise were such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial Owner. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial Owner, Potential Holder or an Potential Beneficial Owner or its respective Agent Member or any of them to deliver AMPS FundNotes of any series or to pay for AMPS FundNotes of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares FundNotes of AMPS a series and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares FundNotes if BD fails to submit an Order in that Auction with respect to such sharesFundNotes, BD shall have no liability to any Person for failing to sell such shares FundNotes pursuant to such a deemed Sell Order if (i) such shares FundNotes were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such sharesFundNotes. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares FundNotes of AMPS a series with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares FundNotes that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares FundNotes that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares FundNotes against payment thereforetherefor, partial deliveries of AMPS FundNotes that have been made in respect of Potential Holders’ , or Potential Beneficial Owners’ ' Submitted Bids for shares FundNotes of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of FundNotes of any series which represents any departure from the results of an Auction for FundNotes of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7.

Settlement. (a) If any Existing Holder selling AMPS in an Auction fails to deliver such AMPS (by authorized book-entry), the BD of any Person that was to have purchased AMPS in such Auction may deliver to such Person a number of Shares of AMPS that is less than the number of Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a). (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS or to pay for AMPS sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of any AMPS and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner Beneficial Owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS in an Auction fails to deliver such AMPS (by authorized book-entry), the BD of any Person that was to have purchased AMPS in such Auction may deliver to such Person a number of Shares of AMPS that is less than the number of Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a). (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS or to pay for AMPS sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of the AMPS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of the AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS APS in an Auction fails to deliver such AMPS APS (by authorized book-entry), the BD of any Person that was to have purchased AMPS APS in such Auction may deliver to such Person a number of Shares of AMPS APS that is less than the number of Shares of AMPS APS that otherwise were to be purchased by such Person. In such event, the number of Shares of AMPS APS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS APS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPSAPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery or non-delivery of AMPS APS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a). (b) Neither the Auction Agent nor the Trust Corporation shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS APS or to pay for AMPS APS sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of APS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of APS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS APS that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS in an Auction fails to deliver such AMPS (by authorized book-entry), the BD of any Person that was to have purchased AMPS in such Auction may deliver to such Person a number of Shares of AMPS that is less than the number of Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii2.2(c)(ii) hereofof the Auction Agency Agreement. Notwithstanding the foregoing provisions of this Section 2.7(a)2.8, any delivery or non-non delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.2(c)(ii) hereofof the Auction Agency Agreement. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)2.8. (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS or to pay for AMPS sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of a series of AMPS and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of a series of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for shares of any series of Preferred Shares that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)shares against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to such Person the Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for Preferred Shares that was accepted in whole or in part a number of Preferred Shares of AMPS such series that is less than the number of Shares shares of AMPS that otherwise were such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial Owner. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial Owner, Potential Holder Holder, Potential Beneficial Owner or an its respective Agent Member or any of them to deliver AMPS Preferred Shares of any series or to pay for AMPS Preferred Shares of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of Preferred Shares and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner Beneficial Owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS shares of Preferred Shares that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of shares of any series of Preferred Shares which represents any departure from the results of an Auction for such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.9.

Settlement. (a) If any Existing Holder selling AMPS on whose behalf SSB has submitted a Bid or Sell Order for shares of Preferred Shares that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of Preferred Shares subject to such Bid or Sell Order against payment therefor, SSB shall instruct such Agent Member to deliver such AMPS (by authorized book-entry), the BD of any Person that was to have purchased AMPS in such Auction shares against payment therefor and SSB may deliver to such Person the potential Holder on whose behalf SSB submitted a Bid for shares of Preferred Shares that was accepted in whole or in part a number of shares of Preferred Shares of AMPS that is less than the number of shares of Preferred Shares of AMPS that otherwise were specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Holder. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an its respective Agent Member or any of them to deliver AMPS shares of Preferred Shares or to pay for AMPS shares of Preferred Shares sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD SSB is an Existing Holder with respect to shares of AMPS Preferred Shares and the Auction procedures Procedures provide that BD SSB shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD SSB fails to submit an Order in that Auction with respect to such shares, BD SSB shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD SSB has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s SSB's records, BD SSB is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS Preferred Shares that have been made in respect of Potential potential Holders’ or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of Preferred Shares which represents any departure from the results of an Auction for shares, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and Potential Beneficial Ownersuntil the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.9.

Settlement. (a) If any Existing Holder selling AMPS Preferred Shares in an Auction fails to deliver such AMPS Preferred Shares (by authorized book-entry), the BD of any Person that was to have purchased AMPS Preferred Shares in such Auction may deliver to such Person a number of Preferred Shares of AMPS that is less than the number of Preferred Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Preferred Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Preferred Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPSPreferred Shares, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii2.3(f) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a2.9(a), any delivery or non-delivery of AMPS Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a2.9(a). (b) . Neither the Auction Agent nor the Trust Corporation shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS Preferred Shares or to pay for AMPS Preferred Shares sold or purchased pursuant to the Auction Procedures or otherwise. (c) . Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS Preferred Shares and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) . Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS Preferred Shares that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ ' Submitted Bids for shares of such series Preferred Shares that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial OwnersHolders.

Settlement. (a) If any Existing Holder selling AMPS or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for shares of MuniPreferred of any series that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of MuniPreferred subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)shares against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to the Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for shares of MuniPreferred of such Person series that was accepted in whole or in part a number of Shares shares of AMPS MuniPreferred of such series that is less than the number of Shares shares of AMPS that otherwise were MuniPreferred of such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial Owner. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial Owner, Potential Holder or an Potential Beneficial Owner or its respective Agent Member or any of them to deliver AMPS shares of MuniPreferred of any series or to pay for AMPS shares of MuniPreferred of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of MuniPreferred and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares.shares.[/R] (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of MuniPreferred with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS shares of MuniPreferred that have been made in respect of Potential Holders’ , or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of shares of MuniPreferred of any series which represents any departure from the results of an Auction for shares of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.9.

Settlement. (a) If any Existing Holder selling or Beneficial Owner with respect to whom BD has submitted a Bid or Sell Order for shares of AMPS of any series that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of AMPS subject to such Bid or Sell Order against payment therefor, BD, if it knows the identity of such Agent Member, shall instruct such Agent Member to deliver such AMPS (by authorized book-entry)shares against payment therefor and, the if such Agent Member fails to comply with such instructions, BD of any Person that was to have purchased AMPS in such Auction may deliver to the Potential Holder or Potential Beneficial Owner with respect to whom BD submitted a Bid for shares of AMPS of such Person series that was accepted in whole or in part a number of Shares shares of AMPS of such series that is less than the number of Shares shares of AMPS that otherwise were of such series specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery Potential Holder or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Beneficial Owner. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or liability with respect to the failure of an Existing Holder, a Beneficial Owner, Potential Holder or an Potential Beneficial Owner or its respective Agent Member or any of them to deliver shares of AMPS of any series or to pay for shares of AMPS of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of a series of AMPS and the Auction procedures Procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of a series of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of shares of AMPS that have been made in respect of Potential Holders’ , or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of shares of AMPS of any series which represents any departure from the results of an Auction for shares of such series, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and until the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7.

Settlement. (a) If any Existing Holder selling AMPS on whose behalf the BD submitted a Hold/Sell Order that was accepted as a Sell Order or a Sell Order that was accepted, in an Auction either case, in whole or in part, fails to instruct its Agent Member to deliver the shares of ATP with respect to which such Order was accepted against payment therefor, the BD shall instruct such Agent Member to deliver such AMPS shares against payment therefor. If (by authorized booki) any Existing Holder on whose behalf a Broker-entry), Dealer other than the BD of any Person has submitted a Hold/Sell Order that was accepted as a Sell Order or a Sell Order that was accepted, in either case, in whole or in part, fails to have purchased AMPS instruct its Agent Member to so deliver the shares of ATP with respect to which such Order was accepted against payment therefor, (ii) such other Broker-Dealer fails to instruct such Existing Holder's Agent Member to deliver such shares and (iii) such Existing Holder is identified to BD by the Auction Agent as provided in Section (a) (v) of the Settlement Procedures as an Existing Holder from whom a Potential Holder on whose behalf BD submitted a Buy Order is to purchase such Auction shares, BD may deliver to such Person Potential Holder a number of Shares shares of AMPS ATP that is less than the number of Shares shares of AMPS that otherwise were ATP to be purchased by such Person. In such event, Potential Holder by the number of Shares of AMPS shares to be so delivered shall be determined by BD. Delivery of purchased from such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereofExisting Holder. Notwithstanding the foregoing provisions terms of this Section 2.7(a)2.7, any delivery or non-delivery of AMPS shares of ATP which represents any departure from the results of an AuctionAuction for such series, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.3(d)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)2.7. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or of liability with respect to the failure of an Existing Holder, Holder or a Potential Holder or an its Agent Member or any of them to deliver AMPS shares of ATP of any series or to pay for AMPS shares of ATP of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS on whose behalf SSB has submitted a Bid or Sell Order for shares of Preferred Shares that was accepted in an Auction whole or in part fails to instruct its Agent Member to deliver the shares of Preferred Shares subject to such Bid or Sell Order against payment therefor, SSB shall instruct such Agent Member to deliver such AMPS (by authorized book-entry), the BD of any Person that was to have purchased AMPS in such Auction shares against payment therefor and SSB may deliver to such Person the potential Holder on whose behalf SSB submitted a Bid for shares of Preferred Shares that was accepted in whole or in part a number of shares of Preferred Shares of AMPS that is less than the number of shares of Preferred Shares of AMPS that otherwise were specified in such Bid to be purchased by such Person. In such event, the number of Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery or non-delivery of AMPS which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)Potential Holder. (b) Neither the Auction Agent nor the Trust Company shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an its respective Agent Member or any of them to deliver AMPS shares of Preferred Shares or to pay for AMPS shares of Preferred Shares sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD SSB is an Existing Holder with respect to shares of AMPS Preferred Shares and the Auction procedures Procedures provide that BD SBFM shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD SSB fails to submit an Order in that Auction with respect to such shares, BD SSB shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD SSB has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s SSB's records, BD SSB is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment thereforetherefor, partial deliveries of AMPS Preferred Shares that have been made in respect of Potential potential Holders’ or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders. (e) Notwithstanding the foregoing terms of this Section, any delivery or non-delivery of Preferred Shares which represents any departure from the results of an Auction for shares, as determined by the Auction Agent, shall be of no effect for purposes of the registry of Existing Holders maintained by the Auction Agent pursuant to the Auction Agency Agreement unless and Potential Beneficial Ownersuntil the Auction Agent shall have been notified of such delivery or non-delivery. (f) The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.9.

Settlement. (a) If any Existing Holder selling AMPS Preferred Shares in an Auction fails to deliver such AMPS Preferred Shares (by authorized book-entry), the BD of any Person that was to have purchased AMPS Preferred Shares in such Auction may deliver to such Person a number of Shares of AMPS Preferred Shares that is less than the number of Shares of AMPS Preferred Shares that otherwise were to be purchased by such Person. In such event, the number of Shares of AMPS Preferred Shares to be so delivered shall be determined by BD. Delivery of such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPSShares, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii2.3(h)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a2.6(a), any delivery or non-non delivery of AMPS Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.3(h)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a2.6(a). (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS Preferred Shares or to pay for AMPS Preferred Shares sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of Preferred Shares and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS Preferred Shares that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS on whose behalf the BD submitted a Hold/Sell Order that was accepted as a Sell Order or a Sell Order that was accepted, in an Auction either case, in whole or in part, fails to instruct its Agent Member to deliver the shares of ATP with respect to which such Order was accepted against payment therefor, the BD shall instruct such Agent Member to deliver such AMPS shares against payment therefor. If (by authorized booki) any Existing Holder on whose behalf a Broker-entry), Dealer other than the BD of any Person has submitted a Hold/Sell Order that was accepted as a Sell Order or a Sell Order that was accepted, in either case, in whole or in part, fails to have purchased AMPS instruct its Agent Member to so deliver the shares of ATP with respect to which such Order was accepted against payment therefor, (ii) such other Broker-Dealer fails to instruct such Existing Holder's Agent Member to deliver such shares and (iii) such Existing Holder is identified to BD by the Auction Agent as provided in Section (a) (v) of the Settlement Procedures as an Existing Holder from whom a Potential Holder on whose behalf BD submitted a Buy Order is to purchase such Auction shares, BD may deliver to such Person Potential Holder a number of Shares shares of AMPS ATP that is less than the number of Shares shares of AMPS that otherwise were ATP to be purchased by such Person. In such event, Potential Holder by the number of Shares of AMPS shares to be so delivered shall be determined by BD. Delivery of purchased from such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereofExisting Holder. Notwithstanding the foregoing provisions terms of this Section 2.7(a)2.7, any delivery or non-delivery of AMPS shares of ATP which represents any departure from the results of an AuctionAuction for such series, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.3(d)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)2.7. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or of liability with respect to the failure of an Existing Holder, Holder or a Potential Holder or an its Agent Member or any of them to deliver AMPS shares of ATP of any series or to pay for AMPS shares of ATP of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS on whose behalf the BD submitted a Hold/Sell Order that was accepted as a Sell Order or a Sell Order that was accepted, in an Auction either case, in whole or in part, fails to instruct its Agent Member to deliver the shares of ATP with respect to which such Order was accepted against payment therefor, the BD shall instruct such Agent (i) any Existing Holder on whose behalf a Broker-Dealer other than the BD has submitted a Hold/Sell Order that was accepted as a Sell Order or a Sell Order that was accepted, in either case, in whole or in part, fails to instruct its Agent Member to so deliver the shares of ATP with respect to which such Order was accepted against payment therefor, (ii) such other Broker-Dealer fails to instruct such Existing Holder=s Agent Member to deliver such AMPS shares and (iii) such Existing Holder is identified to BD by authorized book-entry)the Auction Agent as provided in Section (a) (v) of the Settlement Procedures as an Existing Holder from whom a Potential Holder on whose behalf BD submitted a Buy Order is to purchase such shares, the BD of any Person that was to have purchased AMPS in such Auction may deliver to such Person Potential Holder a number of Shares shares of AMPS ATP that is less than the number of Shares shares of AMPS that otherwise were ATP to be purchased by such Person. In such event, Potential Holder by the number of Shares of AMPS shares to be so delivered shall be determined by BD. Delivery of purchased from such lesser number of Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii) hereofExisting Holder. Notwithstanding the foregoing provisions terms of this Section 2.7(a)2.7, any delivery or non-delivery of AMPS shares of ATP which represents any departure from the results of an AuctionAuction for such series, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.3(d)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a)2.7. (b) Neither the Auction Agent nor the Trust Fund shall have any responsibility or of liability with respect to the failure of an Existing Holder, Holder or a Potential Holder or an its Agent Member or any of them to deliver AMPS shares of ATP of any series or to pay for AMPS shares of ATP of any series sold or purchased pursuant to the Auction Procedures or otherwise. (c) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according to BD’s records, BD is not the Existing Holder of such shares. (d) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS that have been made in respect of Potential Holders’ or Potential Beneficial Owners’ Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

Settlement. (a) If any Existing Holder selling AMPS Preferred Shares in an Auction fails to deliver such AMPS Preferred Shares (by authorized book-entry), the BD of any Person that was to have purchased AMPS Preferred Shares in such Auction may deliver to such Person a number of Preferred Shares of AMPS that is less than the number of Preferred Shares of AMPS that otherwise were to be purchased by such Person. In such event, the number of Preferred Shares of AMPS to be so delivered shall be determined by BD. Delivery of such lesser number of Preferred Shares of AMPS shall constitute good delivery. Upon the occurrence of any such failure to deliver Shares of AMPSPreferred Shares, BD shall deliver to the Auction Agent the notice required by Section 2.3(f)(ii2.3(c)(ii) hereof. Notwithstanding the foregoing provisions of this Section 2.7(a2.9(a), any delivery or non-non delivery of AMPS Preferred Shares which represents any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 2.3(f2.3(c)(ii) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.7(a2.9(a). (b) Neither the Auction Agent nor the Trust shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder or an Agent Member or any of them to deliver AMPS Preferred Shares or to pay for AMPS Preferred Shares sold or purchased pursuant to the Auction Procedures or otherwise. . (cqq) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event BD is an Existing Holder with respect to shares of AMPS a series of Preferred Shares and the Auction procedures provide that BD shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if BD fails to submit an Order in that Auction with respect to such shares, BD shall have no liability to any Person for failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the beneficial owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) BD has indicated to the Auction Agent pursuant to Section 2.2(e2.2(f) of this Agreement that, according to BD’s 's records, BD is not the Existing Holder of such shares. (dc) Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of shares of AMPS a series of Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries of AMPS Preferred Shares that have been made in respect of Potential Holders’ ' or Potential Beneficial Owners’ ' Submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.